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EXHIBIT 10.1    
    


AMENDED AND RESTATED

CREDIT AGREEMENT  


Originally
dated as of May 20, 2002 and Amended by First Amendment

dated as of March 28, 2003

and as amended and restated as of December 1, 2003 


among



MARKWEST ENERGY OPERATING COMPANY, L.L.C.,

as the Borrower, 


MARKWEST ENERGY PARTNERS, L.P.,

as a Guarantor 


ROYAL BANK OF CANADA

as Administrative Agent 


BANK ONE, NA

as Syndication Agent 


FORTIS CAPITAL CORP.

as Documentation Agent 


and 


The
Lenders Party Hereto 


$140,000,000  


SENIOR CREDIT FACILITY  


RBC CAPITAL MARKETS

and

BANC ONE CAPITAL MARKETS, INC.

As Arrangers  


Dated as of December 1, 2003  





 
  
 

    TABLE OF CONTENTS    
    



	 
	 	 
	 	 
	 	Page

	ARTICLE I.	 	1
	    DEFINITIONS AND ACCOUNTING TERMS	 	1
	 	 	1.01	 	Defined Terms	 	1
	 	 	1.02	 	Other Interpretive Provisions	 	20
	 	 	1.03	 	Accounting Terms	 	20
	 	 	1.04	 	Rounding	 	20
	 	 	1.05	 	References to Agreements and Laws	 	20
	

ARTICLE II.	
 	

21
	    THE COMMITMENTS AND BORROWINGS	 	21
	 	 	2.01	 	Loans	 	21
	 	 	2.02	 	Intentionally Omitted	 	21
	 	 	2.03	 	Borrowings, Conversions and Continuations of Loans	 	21
	 	 	2.04	 	Prepayments	 	22
	 	 	2.05	 	Reduction or Termination of Commitments	 	23
	 	 	2.06	 	Repayment of Loans	 	23
	 	 	2.07	 	Interest	 	24
	 	 	2.08	 	Fees	 	24
	 	 	2.09	 	Computation of Interest and Fees	 	24
	 	 	2.10	 	Evidence of Debt	 	25
	 	 	2.11	 	Payments Generally	 	25
	 	 	2.12	 	Sharing of Payments	 	27
	 	 	2.13	 	Priority of Hedging Obligations and Banking Service Obligations	 	28
	 	 	2.14	 	Letters of Credit	 	28
	

ARTICLE III	
 	

34
	    TAXES, YIELD PROTECTION AND ILLEGALITY	 	34
	 	 	3.01	 	Taxes	 	34
	 	 	3.02	 	Illegality	 	34
	 	 	3.03	 	Inability to Determine Rates	 	35
	 	 	3.04	 	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	 	35
	 	 	3.05	 	Funding Losses	 	36
	 	 	3.06	 	Matters Applicable to all Requests for Compensation	 	36
	 	 	3.07	 	Survival	 	36
	

ARTICLE IV.	
 	

37
	    CONDITIONS PRECEDENT TO BORROWINGS	 	37
	 	 	4.01	 	Intentionally Omitted	 	37
	 	 	4.02	 	Conditions Precedent to Amendment and Restatement of Agreement	 	37
	 	 	4.03	 	Conditions to all Loans and L/C Credit Extension	 	39
	 	 	4.04	 	Conditions Precedent to Funding Loans for Shell Pipeline Acquisition	 	40
	 	 	4.05	 	Conditions Precedent to Funding Loans for Acquisitions	 	42
	 	 	 	 	 	 	 





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ARTICLE V.	
 	

43
	    REPRESENTATIONS AND WARRANTIES	 	43
	 	 	5.01	 	Existence; Qualification and Power; Compliance with Laws	 	43
	 	 	5.02	 	Authorization; No Contravention	 	43
	 	 	5.03	 	Governmental Authorization	 	43
	 	 	5.04	 	Binding Effect	 	43
	 	 	5.05	 	Financial Statements; No Material Adverse Effect	 	43
	 	 	5.06	 	Litigation	 	44
	 	 	5.07	 	No Default	 	44
	 	 	5.08	 	Ownership of Property; Liens	 	44
	 	 	5.09	 	Environmental Compliance	 	44
	 	 	5.10	 	Insurance	 	44
	 	 	5.11	 	Taxes	 	44
	 	 	5.12	 	ERISA Compliance	 	44
	 	 	5.13	 	Subsidiaries and other Investments	 	45
	 	 	5.14	 	Margin Regulations; Investment Company Act; Public Utility Holding Company Act; Use of Proceeds	 	45
	 	 	5.15	 	Disclosure	 	45
	 	 	5.16	 	Labor Matters	 	46
	 	 	5.17	 	Compliance with Laws	 	46
	 	 	5.18	 	Third Party Approvals	 	46
	 	 	5.19	 	Solvency	 	46
	 	 	5.20	 	Collateral	 	46
	

ARTICLE VI.	
 	

47
	    AFFIRMATIVE COVENANTS	 	47
	 	 	6.01	 	Financial Statements	 	47
	 	 	6.02	 	Certificates; Other Information	 	47
	 	 	6.03	 	Notices	 	48
	 	 	6.04	 	Payment of Obligations	 	48
	 	 	6.05	 	Preservation of Existence, Etc.	 	48
	 	 	6.06	 	Maintenance of Assets and Business	 	49
	 	 	6.07	 	Maintenance of Insurance	 	49
	 	 	6.08	 	Compliance with Laws and Contractual Obligations	 	50
	 	 	6.09	 	Books and Records	 	50
	 	 	6.10	 	Inspection Rights	 	50
	 	 	6.11	 	Compliance with ERISA	 	50
	 	 	6.12	 	Use of Proceeds	 	50
	 	 	6.13	 	Material Agreements	 	51
	 	 	6.14	 	Intentionally Omitted	 	51
	 	 	6.15	 	Guaranties	 	51
	 	 	6.16	 	Further Assurances; Additional Collateral	 	51
	 	 	 	 	 	 	 



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ARTICLE VII.	
 	

53
	    NEGATIVE COVENANTS	 	53
	 	 	7.01	 	Liens	 	53
	 	 	7.02	 	Investments	 	54
	 	 	7.03	 	Hedging Agreements	 	54
	 	 	7.04	 	Indebtedness	 	54
	 	 	7.05	 	Lease Obligations	 	55
	 	 	7.06	 	Fundamental Changes	 	55
	 	 	7.07	 	Dispositions	 	55
	 	 	7.08	 	Restricted Payments; Distributions and Redemptions	 	56
	 	 	7.09	 	ERISA	 	56
	 	 	7.10	 	Nature of Business; Capital Expenditures; Risk Management	 	56
	 	 	7.11	 	Transactions with Affiliates	 	56
	 	 	7.12	 	Burdensome Agreements	 	57
	 	 	7.13	 	Use of Proceeds	 	57
	 	 	7.14	 	Material Agreements	 	57
	 	 	7.15	 	Financial Covenants	 	57
	 	 	7.16	 	Subordinated Indebtedness	 	58
	 	 	7.17	 	Counterparty Consents	 	58
	

ARTICLE VIII.	
 	

59
	    EVENTS OF DEFAULT AND REMEDIES	 	59
	 	 	8.01	 	Events of Default	 	59
	 	 	8.02	 	Remedies Upon Event of Default	 	61
	

ARTICLE IX.	
 	

62
	    ADMINISTRATIVE AGENT	 	62
	 	 	9.01	 	Appointment and Authorization of Agents; Lender Hedging Agreements	 	62
	 	 	9.02	 	Delegation of Duties	 	62
	 	 	9.03	 	Default; Collateral	 	62
	 	 	9.04	 	Liability of Agents	 	64
	 	 	9.05	 	Reliance by Administrative Agent	 	64
	 	 	9.06	 	Notice of Default	 	65
	 	 	9.07	 	Credit Decision; Disclosure of Information by Administrative Agent	 	65
	 	 	9.08	 	Indemnification of Agents	 	65
	 	 	9.09	 	Administrative Agent in its Individual Capacity	 	66
	 	 	9.10	 	Successor Administrative Agent	 	66
	 	 	9.11	 	Syndication Agent; Other Agents; Arrangers	 	66
	 	 	 	 	 	 	 





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ARTICLE X.	
 	

67
	    MISCELLANEOUS	 	67
	 	 	10.01	 	Amendments, Release of Collateral, Etc	 	67
	 	 	10.02	 	Notices and Other Communications; Facsimile Copies	 	68
	 	 	10.03	 	No Waiver; Cumulative Remedies	 	69
	 	 	10.04	 	Attorney Costs; Expenses and Taxes	 	69
	 	 	10.05	 	Indemnification	 	70
	 	 	10.06	 	Payments Set Aside	 	71
	 	 	10.07	 	Successors and Assigns	 	71
	 	 	10.08	 	Confidentiality	 	73
	 	 	10.09	 	Set-off	 	74
	 	 	10.10	 	Interest Rate Limitation	 	74
	 	 	10.11	 	Counterparts	 	74
	 	 	10.12	 	Integration	 	74
	 	 	10.16	 	Governing Law	 	76
	 	 	10.17	 	Waiver of Right to Trial by Jury, Etc	 	76
	 	 	10.18	 	Security Interest In Parent Pledge Agreement	 	77
	 	 	10.19	 	No General Partner's Liability	 	77
	 	 	10.20	 	Termination of Commitments Under Original Credit Agreement	 	77
	 	 	10.22	 	ENTIRE AGREEMENT	 	77





SCHEDULES




	2.01	 	Commitments
	5.13	 	Subsidiaries and other Equity Investments
	7.01	 	Existing Liens
	7.12	 	Agreements Restricting Liens on Leasehold Interests
	10.02	 	Addresses for Notices to Borrower, Guarantors and Administrative Agent





EXHIBITS




	Exhibit:
 
	 	Form of:
 

	A-1	 	Borrowing Notice
	A-2	 	Conversion/Continuation Notice
	B	 	Note
	C	 	Compliance Certificate pursuant to Section 6.02(a)
	D	 	Assignment and Assumption
	E	 	Subsidiary Guaranty
	F-1	 	Legal Opinion of Hogan & Hartson L.L.P.
	F-2	 	Legal Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
	G	 	Subsidiary Pledge and Security Agreement
	H	 	MarkWest Parent Pledge Agreement




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AMENDED AND RESTATED CREDIT AGREEMENT    
    


Originally
dated as of May 20, 2002 and Amended by First Amendment

dated as of March 28, 2003

and as amended and restated as of December 1, 2003 


        THIS
AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of December 1, 2003, among MARKWEST ENERGY OPERATING
COMPANY, L.L.C., a Delaware limited liability company (the "Borrower"), MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the
"MLP"), each lender from time to time party hereto (collectively, the "Lenders" and individually,
"Lender"), ROYAL BANK OF CANADA, as Administrative Agent, and BANK ONE, NA, a national banking association with its headquarters in Chicago, Illinois,
as Syndication Agent. 


 
 

PRELIMINARY STATEMENTS    
    


        (1)   The
Borrower, the MLP, Bank of America, N.A., individually and as initial administrative agent ("Bank of America"),
Fortis Capital Corp. ("Fortis"), Wells Fargo Bank, N.A. ("Wells Fargo"), U.S. Bank, National Association
("US Bank"), Bank of Oklahoma, N.A. ("Bank of Oklahoma") and Royal Bank of Canada
("Royal Bank"; Bank of America, Fortis, Wells Fargo, US Bank, Bank of Oklahoma and Royal Bank collectively called the "Original
Lenders") entered into a Credit Agreement originally dated May 20, 2002, as amended by a First Amendment to Credit Agreement among the Borrower, the MLP and the Original
Lenders (with Royal Bank succeeding Bank of America as administrative agent) dated March 28, 2003 (as amended, the "Original Credit Agreement"). 


        (2)   Pursuant
to the provisions of Section 10.07 of the Original Credit Agreement, each of Bank of America, Fortis,
Wells Fargo, US Bank and Bank of Oklahoma have assigned all of their rights and obligations under the Original Credit Agreement (including all of their respective commitments and loans and
participations in letters of credit thereunder) to Royal Bank (and Royal Bank, as administrative agent under the Original Credit Agreement, hereby waives the $3,500 processing and recordation fee for
each such assignment) and Royal Bank, as administrative agent under the Original Credit Agreement, has accepted and recorded such assignments and the Borrower has also consented to such assignment. 


        (3)   Concurrent
with such assignments, Royal Bank has assigned to Bank One, NA ("Bank One"), a 50% interest in the commitments
and loans and letters of credit outstanding under the Original Credit Agreement and contemporaneously with such assignment to Bank One, the Borrower, the MLP, Royal Bank and Bank One have agreed to
amend and restate in its entirety the Original Credit Agreement on the terms and conditions set forth herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that the Original Credit Agreement is amended and restated in
its entirety to read as follows: 


 
 

ARTICLE I.
  DEFINITIONS AND ACCOUNTING TERMS    
    


        1.01    Defined Terms.    



        As
used in this Agreement, the terms defined in the introductory paragraph hereof and in the preliminary statements hereto shall have the meanings therein indicated and the following
terms shall have the meanings set forth below: 


        Acquisition means any transaction or series of related transactions for the purpose of, or resulting in, directly or indirectly,
(a) the acquisition by a Company of all or substantially all of the assets located 


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in
the United States or Canada of a Person or of any business or division of a Person; (b) the acquisition by a Company of more than 50% of any class of Voting Stock (or similar ownership
interests) of any Domestic Person; or (c) a merger, consolidation, amalgamation, or other combination by a Company with another Person if a Company is the surviving entity,  provided that,
(i) in any merger involving the Borrower, the Borrower must be the surviving entity; and (ii) in any merger involving a
Wholly-Owned Subsidiary and another Subsidiary, a Wholly-Owned Subsidiary shall be the survivor. 



        Administrative Agent means Royal Bank of Canada in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent. 


        Administrative Agent's Office means the Administrative Agent's address and, as appropriate, account as set forth on  Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 



        Administrative Details Form means the Administrative Details Reply Form furnished by a Lender to the Administrative Agent in connection
with this Agreement. 


        Affiliate means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be controlled by any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities
(on a fully diluted basis) having ordinary voting power for the election of directors, managing members, or managing general partners; or (b) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise. 


        Agent/Arranger Fee Letter has the meaning specified in Section 2.08(b)


        Agents means collectively the Administrative Agent and the Syndication Agent and Agent
individually means either of them. 


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


        Aggregate Commitments has the meaning set forth in the definition of "Commitment" and as
of the date of the Restatement is $140,000,000. 


        Agreement means this Credit Agreement. 


        Applicable Rate means the following percentages per annum set forth in the table below, on any date of determination, with respect to the
Type of Credit Extension or commitment fee that corresponds to the Leverage Ratio at such date of determination, as calculated based on the quarterly Compliance Certificate most recently delivered
pursuant to Section 6.02(a): 



	Applicable Rate

	Pricing Level
 
	 	Leverage Ratio
	 	Commitment

Fee (bps)
	 	Letter of Credit

and Eurodollar

Rate + (bps)
	 	Base Rate + (bps)

	1	 	Less than or equal to 2.00:1.00	 	37.5	 	200.0	 	62.5
	2	 	Greater than 2.00:1.00 but less than or equal to 2.50:1.00	 	37.5	 	225.0	 	87.5
	3	 	Greater than 2.50:1.00 but less than or equal to 3.00:1.00	 	50.0	 	250.0	 	112.5
	4	 	Greater than 3.00:1.00 but less than or equal to 3.50:1.00	 	50.0	 	275.0	 	137.5
	5	 	Greater than 3.50:1.00	 	50.0	 	350.0	 	212.5




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        Any
increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first day of the fiscal quarter of the Borrower immediately
following the date of a Compliance Certificate delivered pursuant to Section 6.02; provided,
however,that if no Compliance Certificate is delivered during a fiscal quarter when due in accordance with such Section, the Pricing Level 5 shall apply as of the first day of
such following fiscal quarter; provided further within a reasonable period after the MLP Offering the Borrower may submit an interim Compliance
Certificate and the Applicable Rate for the next Fiscal Quarter following delivery of such interim Compliance Certificate shall be based upon the Leverage Ratio reflected in such interim Compliance
Certificate. The Applicable Rate in effect from the Restatement Date through March 31, 2004 shall be based upon Pricing Level 5. 


        American Central Acquisition means the acquisition by MW Western of gas gathering, pipeline and processing plant assets located in the
State of Oklahoma from American Central Western Oklahoma Gas Company, L.L.C. 



        Approved Fund means any Fund that is administered or managed by a Lender, an Affiliate of a Lender, or an entity or an Affiliate of an
entity that administers or manages a Lender. 


        Arrangers means collectively RBC Capital Markets and Banc One Capital Markets, Inc. in their capacity as joint lead arrangers and
book runners. 


        Assignment and Assumption means an Assignment and Assumption substantially in the form of  Exhibit D. 



        Attorney Costs means and includes the fees and disbursements of any law firm or other external counsel and the allocated cost of internal
legal services and all disbursements of internal counsel. 


        Attributable Indebtedness means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 


        Authorizations means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders,
authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority. 


        Bank Guaranties means guaranties or other agreements or instruments serving a similar function issued by a bank or other financial
institution. 


        Banking Services means each and any of the following bank services provided to any Loan Party by any Lender or Affiliate of a Lender:
(i) commercial credit cards, (ii) stored value cards, and (iii) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network services). 


        Banking Service Obligations means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever created,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 


        Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2
of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its "prime
rate." Such rate is a rate set by the Administrative Agent based upon various factors including the Administrative Agent's costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate 


3





 



announced
by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. 


        Base Rate Loan means a Loan that bears interest based on the Base Rate. 



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


        Board means the Board of Governors of the Federal Reserve System of the United States cf America. 


        Borrower Affiliate means the Borrower, the General Partner, the MLP, and each of their respective Subsidiaries. 



        Borrowing means a borrowing consisting of simultaneous Loans of the same Type and having the same Interest Period made by each of the
Lenders pursuant to Section 2.01. 


        Borrowing Notice means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a
continuation of Loans as the same Type, pursuant to Section 2.03(a), which, if in writing, shall be substantially in the form of  Exhibit A-1 or A-2, as applicable. 



        Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws
of, or are in fact closed in, the state where the Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the applicable offshore Dollar interbank market. 


        Capital Expenditure by a Person means an expenditure (determined in accordance with GAAP) for any fixed asset owned by such Person for use
in the operations of such Person having a useful life of more than one year, or any improvements or additions thereto. 



        Capital Lease means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP. 


        Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, as collateral for the L/C Obligations, cash and deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which
documents hereby are consented to by the Lenders). 



        Cash Equivalents means: 



        (a)   United
States Dollars; 


        (b)   direct
general obligations, or obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United
States or any agency or instrumentality thereof having remaining maturities of not more than thirteen (13) months, but excluding any such securities whose terms do not provide for payment of a
fixed dollar amount upon maturity or call for redemptions; 


        (c)   certificates
of deposit and eurodollar- time deposits with maturities of thirteen (13) months or less, bankers acceptances with maturities not exceeding one
hundred eighty (180) days, overnight bank deposits and other similar short term instruments, in each case with any domestic commercial bank having capital and surplus in excess of $250,000,000
and having a rating of at least "A2" by Moody's and at least "A" by S&P; 



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        (d)   repurchase
obligations with a term of not more than thirteen (13) months for underlying securities of the types described in (b) and (c) above
entered into with any financial institution meeting the qualifications in (c) above; 


        (e)   commercial
paper (having original maturities of not more than two hundred seventy (270) days) of any Person rated "P-1" or better by Moody's or
"A-1" or the equivalent by S&P; and 



        (f)    money
market mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of assets specified in clause (a)
through (e) above. 




        Change of Control means (a) MarkWest Parent shall fail to own, directly or indirectly, or fail to have voting control over, at
least 51% of the equity interest of the General Partner, (b) any Person, entity or group (other than MarkWest Parent) acquires beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 662/3% or more of the equity interests in the MLP, (c) the
MLP shall fail to own, directly or indirectly, 100% of the equity interests in the Borrower, or (e) a Parent Change of Control shall occur. 


        Change in Law means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any
law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the L/C Issuer (or, for
purposes of Section 3.04(b), by any lending office of such Lender or by such Lender's or the L/C Issuer's holding company, if any) with any
request, guideline or directive (whether or not
having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 



        Closing Date means May 20, 2002, the date upon which the Original Credit Agreement was executed by the Borrower, the MLP, the
Original Lenders and the initial administrative agent. 


        Code means the Internal Revenue Code of 1986. 


        Collateral means all property and interests in property and proceeds thereof now owned or hereafter acquired by the MLP, the Borrower, and
their respective Subsidiaries in or upon which a Lien now or hereafter exists in favor of the Lenders, or the Administrative Agent on behalf of the Lenders, including, but not limited to substantially
all of the assets (including stock and other equity interests) of the MLP, the Borrower, and their respective Subsidiaries, whether under this Agreement, the Collateral Documents, or under any other
document executed by any Borrower Affiliate and delivered to the Administrative Agent or the Lenders. 


        Collateral Documents means (a) each guaranty, pledge agreement, security agreement, mortgage, assignment, and all other security
agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges, guaranties, financing statements, continuation statements, extension agreements and other similar agreements or
instruments executed by the Borrower, the MLP, any Guarantor, or any of their respective Subsidiaries for the benefit of the Lenders now or hereafter delivered to the Lenders or the Administrative
Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the Uniform Commercial
Code or comparable law) against the Borrower, the MLP, any Guarantor, or any of their respective Subsidiaries as debtor in favor of the Lenders or the Administrative Agent for the benefit of the
Lenders as secured party to secure or guarantee the payment of any part of the Obligations or the performance of any other duties and obligations of Borrower under the Loan. Documents, whenever made
or delivered, and (b) any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions, restatements, and extensions of any of the foregoing. 


5





 



        Commitment means, as to each Lender, its obligation to make Loans to the Borrower pursuant to  Section 2.01 and to purchase participations in L/C
Obligations pursuant to Section 2.14,
in an aggregate principal amount at any one time outstanding not to exceed the amount stated beside such Lender's name on the most-recently amended  Schedule 2.01 to this Agreement (which
amount is subject to increase, reduction, or cancellation in accordance with the Loan
Documents)(collectively, the Commitments of all the Lenders herein the "Aggregate Commitments"). 


        Company and Companies means, on any date of determination thereof, the MLP, the Borrower
and each of their respective Subsidiaries. 


        Compensation Period has the meaning set forth in Section 2.11(e)(ii). 



        Compliance Certificate means a certificate substantially in the form of  Exhibit C.


        Conditions Effective Date means the first date all the conditions precedent in  Section 4.01 were satisfied or waived in accordance with
Section 4. 01 (or, in the case of Sections
4.01(b) and (c), waived by the Person entitled to receive the applicable payment). 



        Consolidated EBITDA means, for any period, for the MLP and its Subsidiaries on a consolidated basis, an amount equal to the sum of
(a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated
Net Income, (d) the amount of depreciation, depletion, and amortization expense deducted in determining such Consolidated Net Income, and (e) other non-cash charges and
expenses, including, without limitation, non-cash charges and expenses relating to Swap Contracts or resulting from accounting convention changes, of the MLP and its Subsidiaries on a
consolidated basis, all determined in accordance with GAAP. 


        Consolidated Funded Debt means, as of any date of determination, for the MLP and its Subsidiaries on a consolidated basis, the sum of
(a) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including Obligations hereunder), (b) all
reimbursement obligations relating to letters of credit, (c) Capital Leases, (d) Synthetic Lease Obligations, and (e) without duplication, all Guaranty Obligations with respect to
Indebtedness of the type specified in subsections (a) through (d) above. 



        Consolidated Interest Charges means, for any period, for the MLP and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, fees, charges and related expenses of the MLP and its Subsidiaries in connection with Indebtedness (including capitalized interest), in each case to the extent treated as
interest in accordance with GAAP, and (b) the portion of rent expense of the MLP and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance
with GAAP. 


        Consolidated Net Income means, for any period, for the MLP and its Subsidiaries on a consolidated basis, the net income or net loss of the
MLP and its Subsidiaries from continuing operations, provided that there shall be excluded from such net income (to the extent otherwise included therein): (a) the income (or loss) of any
entity other than a Subsidiary in which the MLP or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the MLP or such Subsidiary in the
form of cash dividends or similar cash distributions; (b) net extraordinary gains and losses (other than, in the case of losses, losses resulting from charges against net income to establish or
increase reserves for potential environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses attributable to non-cash write-ups or
write-downs of assets, (d) proceeds of any insurance on property, plant or equipment other than business interruption insurance, (e) any gain or loss, net of taxes, on the sale,
retirement or other disposition of assets (including the capital stock or other equity ownership of any other Person, but excluding the sale of inventories in the ordinary course of business), and
(f) the cumulative effect of a change in accounting principles. 


6





 



        Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound. 



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


        Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 


        Debtor Relief Laws means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally. 


        Default means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 


        Default Rate means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate
Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to
the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws. 


        Disposition or Dispose means the sale, transfer, license or other disposition (including
any sale and leaseback transaction) of any property (including stock, partnership and other equity interests) by any Person of property owned by such Person, including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 


        Distribution Loan means a Loan which is made in whole or in part for the purpose of (i) paying a Quarterly Distribution, or
(ii) reimbursing the purchase price of partnership units purchased under the MLP's long-term incentive plan, or (iii) reimbursing the purchase or redemption price of equity
interests in the Borrower or any Guarantor purchased or redeemed from their employees in accordance with Section 7.08(b)(iii). 



        Dollar and $ means lawful money of the United States of America. 


        Domestic Person means any corporation, general partnership, limited partnership, or limited liability company that is organized under the
laws of the United States of America or any state thereof or the District of Columbia. 


        Eligible Assignee means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund and (d) any other
Person (other than a natural Person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing or in connection with the settlement of a credit derivative
transaction, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible
Assignee" shall not include the Borrower, the MLP, any MarkWest Party, or any of their respective Affiliates or Subsidiaries. 


        Environmental Law means any applicable Law that relates to (a) the condition or protection of air, groundwater, surface water,
soil, or other environmental media, (b) the environment, including natural resources or any activity which affects the environment, (c) the regulation of any pollutants, contaminants,
wastes, substances, and Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.)
("CERCLA"), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act, as 


7







   
amended by the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and
Community Right to Know Act of 1986 (42 U.S.C. § 1100 1 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the National Environmental Policy Act
of 1969 (42 U.S.C. § 4321 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the
Rivers and Harbors Act (33 U.S.C. §401 et seq.), the Safe Drinking Water Act (42 U.S.C. § 201 and § 300f et seq.), the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §
2601 et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be amended or supplemented from time to time, and any analogous enacted or adopted Law, or
(d) the Release or threatened Release of Hazardous Substances. 


        Equitable Agreement means the gas purchase and sale agreement, if any, to be entered into between Equitable Production Company and
MarkWest Parent. 


        Equitable Leases means the Lease Agreement executed by Equitable Production Company as lessor and MarkWest Energy Appalachia, L.L.C. as
lessee, and the Equipment Lease Agreement and Pipeline Lease Agreement for Maytown to Institute Pipeline dated May 28, 1999, executed by Equitable Production Company as lessor and MarkWest
Energy Appalachia, L.L.C. as lessee. 


        ERISA means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto. 



        ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of  Section 414(b) or
(c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under  Section 412 of
the Code). 


        ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in  Section 4001(a)(2)
 of ERISA) or a cessation of operations that is treated as such a withdrawal under  Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any
ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under  Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or
(f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under  Section 4007 of ERISA, upon
the Borrower or any ERISA Affiliate. 


        Eurodollar Rate means for any Interest Period with respect to any Eurodollar Rate Loan: 



        (a)   the
rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page (such page currently being page 3750) of the
Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or 


        (b)   if
the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per
annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate
for deposits in 



8





 




Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, or 


        (c)   if
the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate
of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar
Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such interest Period would be offered by the Administrative Agent's London Branch to major banks
in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period. 




        Eurodollar Rate Loan means a Loan that bears interest at a rate based on the Eurodollar Rate. 



        Event of Default means any of the events or circumstances specified in  Article VIII. 


        Evergreen Letter of Credit has the meaning specified in Section 2.14(b)(iii). 


        Federal Funds Rate means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. 



        Fixed Fee Interest Charges means, for any period, the sum of all cash interest payments made on Indebtedness for borrowed money by the MLP
and its Subsidiaries. 


        Fixed Fee Interest Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated EBITDA (less the amount, if
any, by which the contractual obligations of MarkWest Parent to the MLP or any of its Subsidiaries on back-to-back transportation/processing contracts exceed MarkWest Parent's
rights to collect from third Persons under such contracts) for the period of the four prior fiscal quarters ending on such date to Fixed Fee Interest Charges during such period. 



        Foreign Lender has the meaning specified in Section 10. 15. 


        Fractionation, Storage and Loading Agreement (Siloam) means the Fractionation, Storage and Loading Agreement (Siloam) agreement between
MarkWest Energy Appalachia, L.L.C. and MarkWest Parent dated as of the Conditions Effective Date. 


        Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business. 


        GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement 


9





 



to
preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP. 


        Gas Processing Agreement (Kenova, Boldman and Cobb Plants) means the Gas Processing Agreement (Kenova, Boldman and Cobb Plants) between
MarkWest Energy Appalachia, L.L.C. and MarkWest Parent dated as of the Conditions Effective Date. 


        General Partner means MarkWest Energy GP, L.L.C., the general partner of the MLP. 



        Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government. 


        Guarantors means any Person, including the MLP and every present and future Subsidiary of Borrower and the MLP, which undertakes to be
liable for all or any part of the Obligations by execution of a Guaranty, or otherwise. 



        Guaranty means a Guaranty now or hereafter made by any Guarantor in favor of the Administrative Agent on behalf of the Lenders,
substantially in the form of Exhibit E-1, Exhibit E-2, or  Exhibit E-3,
as may be amended from time to time. 


        Guaranty Obligation means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other payment obligation of another Person (the "primary obligor") in any manner, whether directly
or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation,
(ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other payment obligation of the payment of such
Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in respect of such Indebtedness or other
payment obligation of the payment thereof or to protect such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any
Indebtedness or other payment obligation of any other Person, whether or not such Indebtedness or other payment obligation is assumed by such Person; provided,
however, that the term "Guaranty Obligation" shall not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be the lesser of (a) an amount equal to the stated or determinable outstanding amount of the related
primary obligation and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless the outstanding
amount of such primary obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. 


        Hazardous Substance means any substance that poses a threat to, or is regulated to protect, human health, safety, public welfare, or the
environment, including without limitation: (a) any "hazardous substance," pollutant" or "contaminant," and any "petroleum" or "natural gas liquids" as those terms are defined or used under  Section 101 of the Comprehensive Environmental Response, Compensation 


10





 



and
Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), (b) "solid waste" as defined by the federal Solid Waste Disposal Act (42 U. S.C.
§ § 6901 et seq.), (c) asbestos or a material containing asbestos, (d) any material that contains lead or lead-based paint, (e) any item or
equipment that contains or is contaminated by polychlorinated biphenyls, (f) any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious
materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release of which requires reporting, investigation or remediation under any Environmental Law. 



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


        Honor Date has the meaning set forth in Section 2.14(c)(i). 


        Indebtedness means, as to any Person at a particular time, all of the following: 



        (a)   all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 


        (b)   the
face amount of all letters of credit (including standby and commercial), banker's acceptances, Bank Guaranties, surety bonds, and similar instruments issued for the
account of such Person, and, without duplication, all drafts drawn and unpaid thereunder; 


        (c)   net
obligations under any Swap Contract in an amount equal to (i) if such Swap Contract has been closed out, the termination value thereof, or (ii) if such
Swap Contract has not been closed out, the mark-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Swap
Contract; 


        (d)   whether
or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, other than
trade accounts payable in the ordinary course of business not overdue by more than 60 days, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is
limited in recourse; 


        (e)   Capital
Leases and Synthetic Lease Obligations; and 


        (f)    all
Guaranty Obligations of such Person in respect of any of the foregoing. 




        For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner, unless such
Indebtedness is expressly made non-recourse to such Person except for customary exceptions acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 



        Indemnified Liabilities has the meaning set forth in Section 10. 05. 


        Indemnitees has the meaning set forth in Section 10.05. 


        Insurance Deposit Account has the meaning set forth in Section 6.07(b). 



        Interest Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) the sum of (i) Consolidated Interest Charges during such period and (ii) imputed interest charges on Synthetic Leases, of the MLP
and its Subsidiaries during such period. 


11





 



        Interest Payment Date means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to
such Loan; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and
the Maturity Date. 


        Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or
converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Borrowing Notice;  provided that: 



        (i)    any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 


        (ii)   any
Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 


        (iii)  no
Interest Period shall extend beyond the scheduled Maturity Date. 




        Investment means, as to any Person, any acquisition or investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, including any partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all
returns of principal or equity thereon, and shall, if made by the transfer or exchange of property other than cash be deemed to have been made in an amount equal to the fair market value of such
property. 


        IRS means the United States Internal Revenue Service. 


        ISDA means the International Swaps and Derivatives Association, Inc. 


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



        Laws means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, any Governmental Authority. 


        L/C Advance means, with respect to each Lender, such Lender's participation in any L/C Borrowing in accordance with its Pro Rata Share. 



        L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Borrowing. 


        L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the
renewal or increase of the amount thereof. 


12





 



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


        L/C Obligations means, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit  plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. 


        Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer. 



        Lender Hedging Agreement means a Swap Contract between a Company and a Lender or an Affiliate of a Lender. 


        Lending Office means, as to any Lender, the office or offices of such Lender set forth on its Administrative Details Form, or such other
office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 


        Letter of Credit means any standby or commercial letter of credit issued hereunder. 



        Letter of Credit Application means an application and agreement for the issuance or amendment of a letter of credit in the form from time
to time in use by the L/C Issuer. 


        Letter of Credit Expiration Date means the day that is five days prior to the Maturity Date (or, if such day is not a Business Day, the
next preceding Business Day). 


        Letter of Credit Sublimit means an amount equal to the lesser of the Aggregate Commitments and $5,000,000. 



        Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Funded Debt as of the
determination date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date, or if such date is not the last day of a fiscal quarter, ending on the last day of
the fiscal quarter most recently ended. 


        Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any obligation of any Person (including any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement
under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable. 


        Limited Liability Company Agreement (Borrower) means the Amended and Restated Limited Liability Company Agreement of the Borrower. 


        Loan means an extension of credit by a Lender to the Borrower pursuant to  Section 2.01. 



        Loan Documents means this Agreement, each Note, each of the Collateral Documents, the Agent/Arranger Fee Letter, each Borrowing Notice,
each Compliance Certificate, the Guaranties, any Subordination Agreement, each Letter of Credit Application, and each other agreement, document or instrument delivered by the Borrower or any of its
Subsidiaries from time to time in connection with this Agreement and the Notes. 


        Loan Party means each of the Borrower, each Guarantor, and each other entity that is an Affiliate of the Borrower that executes one or
more Loan Documents. 


        MarkWest Parent means MarkWest Hydrocarbon, Inc., a Delaware corporation. 


13





 



        MarkWest Parent Pledge Agreement means the Security Agreement of even date with this Agreement between MarkWest Parent and Borrower
pursuant to which MarkWest Parent pledges a $2,500,000 cash deposit to secure certain obligations owing to Borrower under one or more Material Agreements. 



        MarkWest Party means MarkWest Parent or any Subsidiary of MarkWest Parent, other than the General Partner, the MLP, the Borrower and its
Subsidiaries. 


        Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties or condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or the MLP and its Subsidiaries taken as a whole; (b) a material impairment
of the ability of the Borrower, or any other Loan Party to perform their obligations under the Loan Documents to which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Borrower or any other Loan Party of any Loan Documents. 


        Material Agreements means the following, which shall be satisfactory to the Administrative Agent and the Required Lenders: (a) the
Omnibus Agreement, (b) the Gas Processing Agreement (Kenova, Boldman and Cobb Plants), the Pipeline Liquids Transportation Agreement, the Fractionation, Storage and Loading Agreement (Siloam),
and the Natural Gas Liquids Purchase Agreement (Maytown), (c) Gas Processing Agreement (Maytown) dated May 28, 1989 between Equitable Production Company and Borrower as assignee of
MarkWest Parent, and (d) any other contract material to the business of the MLP or the Borrower to which the Borrower or any Borrower Affiliate is a party. "Material
Agreement" means each of such Material Agreements. 


        Maturity Date means (a) the Stated Maturity Date, or (b) such earlier effective date of any other termination, cancellation,
or acceleration of all Commitments under this Agreement. 


        Maximum Amount and Maximum Rate respectively mean, for each Lender, the maximum
nonusurious amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the
Obligations. 


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


        MLP Offering means a sale to the public after the Restatement Date of common or preferred units in the MLP (or any other sale to the
public of partnership interests or other equity interests in the MLP including from debt convertible into equity in the MLP). 



        Mortgaged Properties means collectively all the Mortgaged Property as defined in the Mortgages and Mortgaged
Property individual means any one of such Mortgaged Properties. 


        Mortgages means the mortgages, deeds of trust, or similar instruments executed by any of the Loan Parties in favor of Administrative
Agent, for the benefit of the Lenders, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefore, and
"Mortgage" means each of such Mortgages). 


        Multiemployer Plan means any employee benefit plan of the type described in  Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes
or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions. 


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



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


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


        MW Michigan means MarkWest Michigan Pipeline Company, L.L.C., a Michigan limited liability company. 


14





 



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


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


        MW Power Tex means MarkWest Power Tex, L.P., a Texas limited partnership, formerly known as MarkWest New Mexico, L.P., a Texas limited
partnership, which pursuant to a merger with MW Pinnacle acquired the so-called Power Tex assets. 


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


        MW Western means MarkWest Western Oklahoma Gas Company, L.L.C., an Oklahoma limited liability company. 


        Natural Gas Liquids Purchase Agreement (Maytown) means the Natural Gas Liquids Purchase Agreement (Maytown) between MarkWest Energy
Appalachia, L.L.C. and MarkWest Parent dated as of the Conditions Effective Date. 



        Natural Resources/Triana Agreement means the gas processing agreement between Columbia Natural Resources, LLC, a Triana company, and
MarkWest Parent. 


        Net Cash Proceeds means (a) with respect to any Disposition, cash (including any cash received by way of deferred payment as and
when received) received by the Borrower or any of its Subsidiaries in connection with and as consideration therefor, on or after the date of consummation of such transaction,  after (i) deduction of
Taxes payable in connection with or as a result of such transaction, and (ii) payment of all usual and customary
brokerage commissions and all other reasonable fees and expenses related to such transaction (including, without limitation, reasonable attorneys' fees and closing costs incurred in connection with
such transaction), and (b) with respect to any Subordinated Indebtedness, proceeds of such Indebtedness after payment of all reasonable closing costs. 


        Nonrenewal Notice Date has the meaning specified in Section 2.14(b)(iii). 


        Notes means a promissory note of the Borrower, substantially in the form of  Exhibit B hereto, evidencing the obligation of Borrower to repay the
Loans, and "Note" means any
one of such promissory notes issued hereunder. 


        Obligations means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan
Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after
the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. In addition, all references to the
"Obligations" in the Collateral Documents and in Sections 2.13 and  10.09 of this Agreement
shall, in addition to the foregoing, also include all present and future indebtedness, liabilities, and obligations (and all
renewals and extensions thereof or any part thereof now or hereafter owed to any Lender or any Affiliate of a Lender arising pursuant to any Lender Hedging Agreement and all Bank Service Obligations. 



        Obligor means the Borrower or any other Person (other than the Administrative Agent, Syndication Agent or any Lender) obligated under any
Loan Document. 


        Omnibus Agreement means the Omnibus Agreement dated as of May 24, 2002, among the MLP, the Borrower, and MarkWest Parent. 


        Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws;
(b) with respect to any limited liability company, the certificate of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its 


15





 



formation
with the secretary of state or other department in the state of its formation, in each case as amended from time to time. 


        Other Taxes has the meaning specified in Section 3. 01(b). 



        Outstanding Amount on any date (i) with respect to Loans, means the aggregate principal amount thereof after giving effect to any
Borrowings and prepayments or repayments occurring on such date, (ii) with respect to any L/C Obligations, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date, and (iii) for purposes of  Section 2.11(d) with
respect to Obligations under a Lender Hedging Agreement, means the amount then due and payable under such Lender Hedging
Agreement. 


        Parent Change of Control means the acquisition by any Person, or two or more Persons acting in concert (other than John Fox and members of
his family), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the
outstanding shares of voting stock of MarkWest Parent. 


        Parent Credit Agreement means the Fifth Amended and Restated Credit Agreement dated as of the Conditions Effective Date executed by the
MarkWest Parent, Bank of America, N.A., as administrative agent and as a lender, and the other lenders parties thereto, as the same may from time to time be amended and restated. 


        Participant has the meaning specified in Section 10.07(d). 


        Partnership Agreement (MLP) means the First Amended and Restated Agreement of Limited Partnership of the MLP. 


        PBGC means the Pension Benefit Guaranty Corporation. 



        Pension Plan means any "employee pension benefit plan" (as such term is defined in  Section 3(2)(A) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. 



        Permitted Acquisition means an Acquisition by the Borrower or a Subsidiary of the Borrower resulting in ownership of assets inside the
United States or Canada, or of equity interests in a Domestic Person, so long as the following requirements have been satisfied: 



        (i)    If
such Acquisition results in the Borrower's ownership of a Subsidiary, the Borrower shall have complied with the requirements of Sections
6.15 and 6.16 as of the date of such Acquisition; 



        (ii)   If
the Purchase Price for such Acquisition, when added to the purchase price for all Acquisitions made during the most recent twelve (12) calendar months
(including the calendar month in which such Acquisition is closed), equals or exceeds $10,000,000, then not less than fourteen (14) days prior to the closing of such Acquisition, the Borrower
shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating pro forma compliance with Sections 7.01, 7.04 and 7.15, as of the closing of such
Acquisition after giving effect thereto and after giving effect to any Indebtedness (including Obligations) incurred in connection therewith; 



16







  



        (iii)  With
respect to Acquisitions involving acquisitions of an equity interest, such Acquisition shall have been approved or consented to by the board of directors or
similar governing entity of the Person being acquired; and 


        (iv)  As
of the closing of such Acquisition no Default or Event of Default shall exist or occur as a result of, and after giving effect to, such Acquisition. 




        Permitted Liens means Liens permitted under Section 7.01 as described in such
Section. 


        Person means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority. 



        Pipeline Liquids Transportation Agreement means the Pipeline Liquids Transportation Agreement between MarkWest Energy Appalachia, L.L.C.
and MarkWest Parent dated as of the Conditions Effective Date. 


        Plan means any "employee benefit plan" (as such term is defined in  Section 3(3) of ERISA) established by the
Borrower or any ERISA Affiliate. 



        Pro Rata Share means, at any date of determination, for any Lender, the percentage (carried out to the ninth decimal place) that its
Commitment bears to the Aggregate Commitments. 


        Purchase Price means, with respect to any Acquisition, all direct, indirect, and deferred cash and non-cash payments made to
or for the benefit of the Person being acquired (or whose assets are being acquired), its shareholders, officers, directors, employees, or Affiliates in connection with such Acquisition, including,
without limitation, the amount of any Indebtedness being assumed in connection with such Acquisition and (subject to the limitations on Indebtedness hereunder) seller financing, payments under
non-competition or consulting agreements entered into in connection with such Acquisition and similar agreements, all non-cash consideration and the value of any stock,
options, or warrants or other rights to acquire stock issued as part of the consideration in such transaction. 


        Quarterly Distributions means with respect to the Borrower, the distributions by the Borrower of Available Cash (as defined in the Limited
Liability Company Agreement (Borrower)) or with respect to MLP, the distributions by the MLP of Available Cash (as defined in the Partnership Agreement (MLP)). 



        Reduction Amount has the meaning set forth in the definition of Triggering Sale. 


        Register has the meaning set forth in Section 10.07(c). 


        Reinvested means used for any capital expenditures or any Acquisitions in connection with the Midstream Business of a Company. 



        Related Parties means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliate. 


        Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or surface water, or soil. 



        Reportable Event means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30 day notice period has been waived. 


        Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation of Loans, a Borrowing Notice, and
(b) with respect to an L/C Extension, a Letter of Credit Application. 



        Required Lenders means (a) on any date of determination on and after the Restatement Date and prior to the date of the initial
Borrowing under this Agreement, those Lenders holding more than 


17





 



662/3%
of the Commitment, (b) on any date of determination on and after the date of the initial Borrowing under this Agreement and prior to the Maturity Date, those Lenders
holding more than 662/3% of the Outstanding Amount of Loans. 



        Responsible Officer means the president, chief executive officer, executive vice president, senior vice president, vice president, chief
financial officer, controller, treasurer or assistant treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to
have been authorized by all necessary corporate, partnership, limited liability company, and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Loan Party. 


        Restatement Conditions Effective Date means the first date all the conditions precedent in  Section 4.02 are satisfied or waived in accordance with
Section 4. 02 (or, in the case of
Sections 4.02(b) and (c), waived by the Person entitled to receive the applicable payment). 


        Restatement Date means the date upon which this Agreement has been executed by the Borrower, the MLP, the Lenders and the Administrative
Agent. 


        Restricted Payment by a Person means any dividend or other distribution (whether in cash, securities or other property) with respect to
any equity interest in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such equity interest or of any option, warrant or other right to acquire any such equity interest. 


        Rights means rights, remedies, powers, privileges, and benefits. 


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



        Security Agreements means, collectively, the security agreements, or similar instruments, executed by any of the Loan Parties in favor of
the Administrative Agent for the benefit of the Lenders, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefore), and
"Security Agreement" means each of such Security Agreements. 


        Shell Pipeline Acquisition means the acquisition by MW Michigan of a crude oil gathering pipeline and related assets located in the State
of Michigan from Shell Pipeline Company, L.P. and Equilon Energy, L.L.C. 


        Shell Pipeline Funding Conditions Effective Date means the first date all the conditions precedent in  Section 4.04 were satisfied or waived in
accordance with Section 4. 04 (or, in the case of  Sections 4.01(b) and (c), waived
by the Person entitled to receive the applicable payment). 


        Stated Maturity Date means November 30, 2006. 



        Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries"
shall refer to a Subsidiary or Subsidiaries of the Borrower. 


        Subordinated Indebtedness has the meaning set forth in Section 7.04(c). 


        Subordination Agreement has the meaning set forth in Section 7.04(c). 


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        Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement. 


        Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any
Lender). 


        Syndication Agent means Bank One, NA in its capacity as syndication agent under this Agreement, or any successor syndication agent. 



        Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic or tax retention
lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which are depreciated for tax purposes by such
Person. The amount of any Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 


        Taxes has the meaning set forth in Section 3.01. 



        Threshold Amount at any time means an amount equal to 10% of the MLP's consolidated assets measured as of the close of the then most
recent fiscal quarter end. 


        Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a Disposition permitted by  Section 7.07(a) or
(b)) by the Borrower or any Subsidiary of the Borrower to any other Person
(other than to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash
Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold
Amount is herein called the "Reduction Amount." 


        Type means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 


        Unfunded Pension Liability means the excess of a Pension Plan's benefit liabilities under  Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 


        Unreimbursed Amount has the meaning set forth in Section 2.14(c)(i). 


19





 



        Voting Stock means the capital stock (or equivalent thereof) of any class or kind, of a Person, the holders of which are entitled to vote
for the election of directors, managers, or other voting members of the governing body of such Person. 


        Wholly-Owned when used in connection with a Person means any Subsidiary of such Person of which all of the issued and outstanding equity
interests (except shares required as directors' qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned Subsidiaries. 



        1.02    Other Interpretive Provisions.    



        (a)   The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. 


        (b)   (i)
The words "herein" and "hereunder" and words of similar import when
used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 



        (ii)   Unless
otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement. 


        (iii)  The
term "including" is by way of example and not limitation. 


        (iv)  The
term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced. 




        (c)   In
the computation of periods of time from a specified date to a later specified date, the word "from" means
"from and including;" the words "to" and "until" each
mean "to but excluding;" and the word "through" means "to and
including." 


        (d)   Section
headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any
other Loan Document. 




        1.03    Accounting Terms.    


        All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall
be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements, except
as otherwise specifically prescribed herein. 


        1.04    Rounding.    Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the
result up or down to the nearest number (with a rounding-up if there is no nearest number). 



        1.05    References to Agreements and Laws.    Unless otherwise expressly provided herein, (a) references to
agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto,
but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 


Remainder of this page intentionally left blank.


20






  



 
 

ARTICLE II.
  THE COMMITMENTS AND BORROWINGS    
    



        2.01    Loans.    Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan
Documents, each Lender severally, but not jointly, agrees to make loans (each such Loan a "Loan") to Borrower from time to time on any Business Day
during the period from the Restatement Conditions Effective Date to the Maturity Date, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Pro Rata Share of one or
more Borrowings not to exceed, when aggregated with the Outstanding Amount of the L/C Obligations, such Lender's Commitment; provided that until
consummation of the Shell Pipeline Acquisition the aggregate amount of Loans and L/C Obligations hereunder shall not exceed $116,700,000 (it being
agreed and understood that $23,300,000 of the Aggregate Commitment is reserved exclusively to fund the Shell Pipeline Acquisition and capital
expenditures related thereto and will be advanced only upon compliance with (or waiver of) the conditions specified in Section 4.04). Such
Borrowings may be repaid and reborrowed from time to time in accordance with the terms and provisions of the Loan Documents; provided that, each such
Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Maturity Date. 


        2.02    Intentionally Omitted.    


        2.03    Borrowings, Conversions and Continuations of Loans.    



        (a)   Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Loans as the same Type shall be made upon the Borrower's irrevocable notice
to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 10:00 a.m., Houston, Texas time, (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) one Business Day prior to the conversion of Eurodollar Rate Loans
to Base Rate Loans, or the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing
Notice, appropriately completed and signed by an authorized officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Borrowing Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from
one Type to the other, or a continuation of Loans as the same Type, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Notice or if the Borrower fails to give a timely notice requesting
a conversion or continuation, then the applicable Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in
any such Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 


        (b)   Following
receipt of a Borrowing Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Loans, and if no timely
notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the 



21





 




Administrative
Agent in immediately available funds at the Administrative Agent's Office not later than 12:00 Noon, Houston, Texas time, on the Business Day specified in the applicable Borrowing
Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and  Section 4.02 and if such Borrowing is to fund
the Shell Pipeline Acquisition on the Shell Pipeline Funding Conditions Effective Date,  Section 4.04), the Administrative Agent shall make all funds so received available to the Borrower in
like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date of the Borrowing
there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings,
and second, to the Borrower as provided above. 


        (c)   Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.
During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required
Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. 


        (d)   The
Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such
interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. 


        (e)   After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than
six (6) Interest Periods in effect at any given time with respect to Loans. 




        2.04    Prepayments.    



        (a)    Optional Prepayments.    The Borrower may, upon notice to the Administrative Agent, at any time or from time to
time voluntarily prepay in whole or in part Loans outstanding hereunder without premium or penalty; provided that (i) such notice must be
received by the Administrative Agent not later than 10:00 a.m., Houston, Texas time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the
date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and
(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment
of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to  Section 3.05. Each such prepayment shall be applied
to the Loans of the Lenders in accordance with their respective Pro Rata Shares. 


        Unless
a Default or Event of Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the Loans may be reborrowed by Borrower, subject to
the terms and conditions hereof. 



22





 




        (b)    Mandatory Prepayments from Net Cash Proceeds.    



        (i)    If
any portion of the Net Cash Proceeds realized by a Company from any Triggering Sale (including any deferred purchase price therefore) has not been Reinvested within
one hundred eighty (180) days from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Sale or portion thereof, if and when
received), then on the Business Day following such one hundred eightieth (180th) day the Commitments shall be permanently reduced, and the Loans shall be prepaid, in an amount equal to the portion of
the Reduction Amount that is not so Reinvested. Net Cash Proceeds of a Disposition that equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Date, an amount less than
the Threshold Amount shall not be required to be used for mandatory prepayments or commitment reductions pursuant to this Section 2.04(b). 


        (ii)   If
any Net Cash Proceeds are received by the MLP from an MLP Offering, the Loans shall be prepaid by the Borrower immediately after receipt of such Net Cash Proceeds by
the MLP, in an amount equal to the amount of Net Cash Proceeds received by the MLP from such MLP Offering; provided the Commitments shall  not be reduced by
the amount of such prepayment; and provided further that the Borrower, subject to the
terms and conditions of this Agreement, may reborrow all or any portion of the amount so prepaid. 


        (iii)  Intentionally
Omitted. 


        (iv)  The
prepayments and commitment reductions provided for in this Section 2.04(b) shall be applied as follows,  unless a Default or Event of Default
has occurred and is continuing or would arise as a result thereof (whereupon the provisions of  Section 2.11(d) shall apply): (A) first, as a payment of all Unreimbursed Amounts then
outstanding, until paid in full, and
(B) second, as a repayment of the principal balance of the Loans, until paid in full or if a Default or Event of Default exists, as specified by the Agents or the Required Banks. 




        (c)    Mandatory Payments/Reductions.    If for any reason the Outstanding Amount of all Loans and L/C Obligations at
any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. 


        (d)    Prepayments: Interest/Consequential Loss.    All prepayments under this  Section 2.04 shall be made together with accrued interest to the date of such prepayment on the
principal amount prepaid and any amounts due under Section 3.05. 




        2.05    Reduction or Termination of Commitments.    The Borrower may, upon notice to the Administrative Agent,
terminate the Aggregate Commitments or permanently reduce the Aggregate Commitments to an amount not less than the sum of the Outstanding Amount of the then existing (i) principal amount of the
Loans and (ii) L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m., five Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $3,000,000 or any whole multiple of
$500,000 in excess thereof. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate
Commitments may not be increased. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of
the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be paid on the effective date of such termination. 



        2.06    Repayment of Loans.    The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal
amount of Loans outstanding on such date. 


23





 



        2.07    Interest.    (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period  plus the Applicable Rate and
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 



        (b)   While
any Event of Default exists or after acceleration (i) the Borrower shall pay interest on the principal amount of all outstanding Obligations at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law, and (ii) accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand. 


        (c)   Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 


        (d)   If
the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall be limited to the Maximum Rate, but any
subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest
which would have accrued thereon if such designated rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of the Outstanding Amount of
any Loans or L/C Obligations, the total amount of interest paid or accrued is less than the amount of interest which would have accrued if such designated rates had at all times been in effect, then,
at such time and to the extent permitted by Law, the Borrower shall pay an amount equal to the difference between (a) the lesser of the amount of interest which would have accrued if such
designated rates had at all times been in effect and the amount of interest which would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually
paid or accrued on such Outstanding Amount. 




        2.08    Fees.    (a) Commitment Fee.    The Borrower
shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by which the
Aggregate Commitments exceed the Outstanding Amount of Loans. The commitment fee shall accrue at all times from the Restatement Date until the Maturity Date and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Date,
and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. The commitment fee shall accrue at all times, including at any time during
which one or more of the conditions in Article IV is not met. 



        (b)    Arrangers' and Agent's Fees.    On the Restatement Date, the Borrower shall pay certain fees to the Arrangers
and Agents to be shared equally between them and the Borrower shall pay certain fees to the Administrative Agent for the Administrative Agent's own account as an administrative agency fee, in the
amounts and at the times specified in the letter agreement dated November 20, 2003 (the "Agent/Arranger Fee Letter"), between the Borrower, the
Arrangers and the Agents. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever. 




        2.09    Computation of Interest and Fees.    Computation of interest on Base Rate Loans shall be calculated on the
basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a 


24





 

year
of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid,  provided that any Loan that is repaid on
the same day on which it is made shall bear interest for one day. 



        2.10    Evidence of Debt.    (a) The Loans made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit
or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans or the L/C Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made
through the Administrative Agent, such Lender's Loans may be evidenced by one or more Notes. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount
and maturity of the applicable Loans and payments with respect thereto. 



        (b)   In
addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice
accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control. 




        2.11    Payments Generally.    (a) All payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 11:00 a.m., Houston, Texas
time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 11:00 a.m., Houston, Texas time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. 



        (b)   Subject
to the definition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 



        (c)   If
no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall
be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as
Borrower may direct. 


        (d)   If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, or if a Default or Event of Default exists, any
payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the
ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this  Section 2.11(d)(ii)
, a "ratable  



25





 




 payment" for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed
to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the
ratable payment of accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that for purposes of
this clause (iii) the Outstanding Amount of Obligations under Lender Hedging Agreements refers only to payments owing pursuant to Section 2(a) of the 2002 Master Agreement form
promulgated by the ISDA (or equivalent type payment obligation if some other form of Swap Contract is in effect)(as used in this  Section 2.11(d)(iii), "ratable
payment" means, for any Lender (or Lender Affiliate, in the case
of Lender Hedging Agreements), on any date of determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under
Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging Agreements) bears to the total accrued and unpaid interest on the Outstanding Amount of Loans and the
Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding
Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (it being understood that for purposes of this clause (iv) the Outstanding Amount of Obligations under
Lender Hedging Agreements refers to payments owing in connection with an Early Termination Payment as defined in the 2002 Master Agreement form promulgated by the ISDA (or equivalent type payment
obligation if some other form of Swap Contract is in effect)(as used in this Section 2.11(d)(iv), "ratable
payment" means for any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of determination, that proportion which the Outstanding Amount of
Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging Agreements) bears to the Outstanding Amount of
Loans owed to all Lenders)(and Affiliates, in the case of Lender Hedging Agreements)); (v) to Cash Collateralize the Letters of Credit; and (vi) to the payment of the remaining
Obligations, if any, in the order and manner the Required Lenders deem appropriate. 


        (e)   Unless
the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder,
that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then: 



        (i)    if
the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in
immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date
such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and 


        (ii)   if
any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds,
together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent
(the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the 




26











  




Administrative
Agent, then such amount shall constitute such Lender's Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its
Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. 




        A
notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error. 


        (f)    If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this  Article II, and the conditions to the
applicable Borrowing set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 


        (g)   The
obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its
participation. 


        (h)   Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Loan in any particular place or manner. 




        2.12    Sharing of Payments.    If, other than as expressly provided elsewhere herein, any Lender shall obtain on
account of the Loans made by it, or the participations in the L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent, of such fact, and (b) purchase from the
other Lenders such participations in the Loans made by them, and/or such subparticipations in the participations in L/C Obligations held by them as shall be necessary to cause such purchasing Lender
to share the excess payment in respect of such Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The
Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased. 


27





 

        2.13    Priority of Hedging Obligations and Banking Service Obligations.    Any amounts received in satisfaction of
any Obligations arising under the Loan Documents, including, without limitation, Obligations under this Agreement, Obligations under any Lender Hedging Agreement and Obligations in connection with any
Banking Services, shall rank pari passu in right of payment and shall be used to repay such Obligations on a pro rata basis, unless specified otherwise
in Section 2.11(d). 


        2.14    Letters of Credit.    (a) The Letter of Credit
Commitment.




        (i)    Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this  Section 2.14, (1) from time to time
on any Business Day during the period from the Restatement Date until the Letter of Credit Expiration
Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below,
and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries;  provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be
obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the
Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender,  plus such Lender's Pro Rata Share of
the Outstanding Amount of all L/C Obligations would exceed such Lender's Commitment, or (z) the Outstanding
Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. 


        (ii)   The
L/C Issuer shall be under no obligation to issue any Letter of Credit if: 



        (A)  any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of
Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C
Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 


        (B)  subject
to Section 2.14(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date; 



        (C)  the
expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; 


        (D)  the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer generally applicable to all borrowers; or 


        (E)  such
Letter of Credit is in a face amount less than $100,000, or is to be used for a purpose other than as described in  Section 6.12 or is denominated in a currency other than Dollars.






28





 







        (iii)  The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 




        (b)   Procedures
for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit. 



        (i)    Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative
Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer
and the Administrative Agent not later than 11:00 a.m., New York time, at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole
discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof;
(C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may
require. 


        (ii)   Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by
the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions
hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance
with the L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the
amount of such Letter of Credit. 


        (iii)  If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in it sole and absolute discretion, agree to issue a Letter of Credit
that has automatic renewal provisions (each, an "Evergreen Letter of Credit"); provided that any such
Evergreen Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an
Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any 




29





 





time
to a date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if it has
received notice on or before the Business Day immediately preceding the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such
renewal or (2) from any Lender stating that one or more of the applicable conditions specified in Section 4.03 is not then satisfied and
directing the L/C Issuer not to permit such renewal. Notwithstanding anything to the contrary contained herein, the L/C Issuer shall have no obligation to permit the renewal of any Evergreen Letter of
Credit at any time. 


        (iv)  Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the
L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 




        (c)    Drawings and Reimbursements; Funding of Participations.    



        (i)    Upon
any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m., New York
time, on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date"), the Borrower shall reimburse the L/C
Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly
notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and such Lender's Pro Rata Share thereof. In
such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum
and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.03 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer
or the Administrative Agent pursuant to this Section 2.14(c) (i) may be given by telephone if immediately confirmed in writing;  provided that
the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
 


        (ii)   Each
Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.14(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent's Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than
1:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of  Section 2.14(c)(iii), each Lender that so
makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The
Administrative Agent shall remit the funds so received to the L/C Issuer. 


        (iii)  With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in  Section 4.03 cannot be satisfied or for any other reason,
 the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in
the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.14(c) (ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this  Section 2.14.





30





 





        (iv)  Until
each Lender funds its Loan or L/C Advance pursuant to this Section 2.14(c) to reimburse the L/C Issuer for
any amount drawn under any Letter of Credit, interest in respect of such Lender's Pro Rata Share of such amount shall be solely for the account of the L/C Issuer. 



        (v)   Each
Lender's obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this  Section 2.14(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. Any such reimbursement shall not relieve or otherwise impair
the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 


        (vi)  If
any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.14(c) by the time specified in Section 2.14(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 




        (d)    Repayment of Participations.    



        (i)    At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in
accordance with Section 2.14(c), if the Administrative Agent receives for the account of the L/C Issuer any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of cash Collateral applied thereto by the Administrative Agent), or any payment of interest thereon, the Administrative
Agent will distribute to such Lender its Pro Rata Share thereof in the same funds as those received by the Administrative Agent. 


        (ii)   If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to  Section 2.14(c)(i) is required to be returned, each Lender shall pay to the Administrative
Agent for the account of the L/C Issuer its Pro Rata
Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect. 




        (e)    Obligations Absolute.    The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each
Letter of Credit, and to repay each L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 



        (i)    any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto; 


        (ii)   the
existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee
of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), 




31





 





the
L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction; 


        (iii)  any
draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 



        (iv)  any
payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or 



        (v)   any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge
of, the Borrower. 




        The
Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's
instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid. 



        (f)    Role of L/C Issuer.    Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No Agent-Related Person nor any of the respective correspondents,
participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the
Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of  Section 2.14(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful failure to pay
under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance
and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any 



32





 




instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid
or ineffective for any reason. 


        (g)    Cash Collateral.    Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may
for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount). The Borrower hereby grants the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit accounts at any Lender. 


        (h)    Applicability of ISP98.    Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter
of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the "International Standby Practices 1998" published by the Institute of International
Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit. 


        (i)    Letter of Credit Fees.    The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued equal to the Applicable Rate times the actual daily undrawn amount under each Letter of Credit. Such fee for
each Letter of Credit shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of
Credit, and on the Letter of Credit Expiration Date. If there is any change in the Applicable Rate during any quarter, the actual daily undrawn amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 


        (j)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.    The Borrower shall pay directly
to the L/C Issuer for its own account a fronting fee in an amount with respect to each Letter of Credit issued equal to the greater of (i) $500 or (ii) 1/4 of 1%
calculated on the face amount thereof. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such fees and charges are due and payable on demand and are nonrefundable. 


        (k)    Conflict with Letter of Credit Application.    In the event of any conflict between the terms hereof and the
terms of any Letter of Credit Application, the terms hereof shall control. 



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ARTICLE III.
  TAXES, YIELD PROTECTION AND ILLEGALITY    
    


        3.01    Taxes.    



        (a)   Any
and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto,  excluding, in the
case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains
its Lending Office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as
"Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable
under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make
such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within
30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof. 


        (b)   In
addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar
levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as "Other Taxes"). 



        (c)   If
the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or
any Lender, the Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured
by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed. 


        (d)   The
Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under  Section 3.01(c) and
(iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment
under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor. 




        3.02    Illegality.    If any Lender determines that any Law has made it unlawful, or that any Governmental Authority
has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or
sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be 


34





 

suspended
until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower
shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of
the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if
such designation will avoid the need for such notice and will not, in the reasonable judgment of such Lender, otherwise be materially disadvantageous to such Lender. 


        3.03    Inability to Determine Rates.    If the Administrative Agent determines in connection with any request for a
Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and
Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required Lenders
determine and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate
Loan, then the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 



        3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.    



        (a)   If
any Lender determines that as a result of a Change in Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of
this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which  Section 3.01 shall govern), (ii) changes in the basis
of taxation of overall net income or overall gross income by the United States or
any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated
by Section 3.04(c) utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 


        (b)   If
any Lender determines a Change In Law has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital, then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. 


        (c)   The
Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal
amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, 



35





 




which
determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower
shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior
to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. 




        3.05    Funding Losses.    Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 



        (a)   any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or 



        (b)   any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate
Loan on the date or in the amount notified by the Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing. 




        For
purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to
have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 


        3.06    Matters Applicable to all Requests for Compensation.    A certificate of the Administrative Agent or any
Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. 



        3.07    Survival.    All of the Borrower's obligations under this  Article III shall survive termination of the
Commitments and payment in full of all the other Obligations. 


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ARTICLE IV.
  CONDITIONS PRECEDENT TO BORROWINGS    
    


        4.01    Intentionally Omitted.    


        4.02    Conditions Precedent to Amendment and Restatement of Agreement.    The amendment and restatement of this
Agreement on the Restatement Date is subject to, and will take effect upon, satisfaction of the following conditions precedent on or prior to such date: 



        (a)   Satisfactory
completion of due diligence by the Arrangers, including without limitation, receipt and review, with results satisfactory to the Arrangers, of information
regarding material contracts, property ownership, organization structure, litigation, tax, accounting, insurance and environmental matters (including Phase I and, if any, Phase II environmental
studies related to the American Central Acquisition and Shell Pipeline Acquisition) currently in the Borrower's possession and relating to the American Central Acquisition and Shell Pipeline
Acquisition. 


        (b)   Satisfactory
evidence that the American Central Acquisition has been (or contemporaneously with the funding of the Loans on the Restatement Date will be) consummated for
a purchase price not to exceed $38,750,000 (excluding acquired working capital and fees/expenses associated therewith) and on terms and conditions and pursuant to documentation satisfactory to the
Agents in all respects. 


        (c)   The
Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each
properly executed by an authorized officer of the signing Loan Party, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement
Date), and each in form and substance satisfactory to the Agents and their legal counsel: 



        (i)    executed
counterparts of this Agreement, the Guaranty from MW Western, the Mortgage from MW Western covering the assets acquired by MW Western in connection with the
American Central Acquisition, an amendment to the pledge agreement from Borrower pledging 100% of the equity in
MW Western, the MarkWest Parent Pledge Agreement, and all other Collateral Documents each dated as of the Restatement Date; 


        (ii)   Notes
executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender's Commitment, each dated as of the
Restatement Date; 


        (iii)  such
certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Agents may require to
establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a
party; 


        (iv)  such
evidence as the Agents may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the
jurisdiction of its organization; 


        (v)   a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in  Article V are true and correct in all respects on and as
of the Restatement Date, (B) that no Default or Event of Default has occurred and
is continuing as of the Restatement Date or will exist immediately after funding the Loan to finance the American Central Acquisition, (C) since December 31, 2002 there has occurred no
material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) or prospects of the Borrower and Guarantors, taken as
a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or any of its Subsidiaries, (D) that as of the 




37





 





Restatement
Date there are no material environmental or legal issues affecting any Loan Party or any of the Collateral, (E) all necessary governmental and third party approvals necessary or
required for any Loan Party to enter into this Agreement or any of the Loan Documents has been obtained, (F) there is no litigation, investigation or proceeding known to and affecting the
Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such
litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with
the delivery of the certificate given pursuant to this clause (v)), and (G) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or
governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of their respective properties, that (x) contests or seeks to adversely affect the American Central
Acquisition, or (y) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, taken as a whole, or (z) seeks to affect or pertains to any transaction
contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; 


        (vi)  a
certificate of a Responsible Officer (a) of the Borrower demonstrating compliance with all financial covenants on a pro forma basis for the quarter ended
September 30, 2003, (b) of the Borrower as to the
satisfaction of all conditions specified in this Section 4.02 and Section 4.03, and
(c) providing copies of the following (A) pro forma financial statements of the MLP on a consolidated basis after giving effect to the American Central Acquisition and Shell Pipeline
Acquisition for the period ended September 30, 2003, (B) a five-year financial forecast for the MLP pro forma after giving effect to the American Central Acquisition and
Shell Pipeline Acquisition, and (C) such other financial information as the Agents may request; 


        (vii) opinions
from (A) Hogan & Hartson, L.L.P., counsel to each Loan Party and the General Partner, in form and substance satisfactory to the Agents and their
counsel, and (B) Hall, Estill, Hardwick, Gable & Nelson, P.C., local counsel to MW Western with respect to the deed of trust or mortgage executed by MW Western; 



        (viii) a
letter from CT Corporation System, Inc., to accept service of process in the State of Texas on behalf of MW Western; 


        (ix)  a
certificate of MarkWest Parent stating that no Default or Event of Default exists under the Parent Credit Agreement or will exist immediately after the closing of
this Agreement as such credit agreements are amended and restated on the Restatement Date; and 


        (x)   such
other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. 




        (d)   Any
fees due and payable at the Restatement Date shall have been paid including, without limitation, payment of fees and expenses pursuant to a fee letter between the
Borrower and the Agents. 


        (e)   The
Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Restatement Date. 


        (f)    Documents,
executed by each Company that has assets or conducts business, in appropriate form for recording, where necessary, together with: 



        (i)    such
Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the
Collateral is subject to no other Liens (other than Permitted Liens) in favor of any Persons; 




38





 


        (ii)   funds
sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment
financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages; 


        (iii)  evidence
that the Administrative Agent has been named as loss payee under all policies of casualty insurance pertaining to the Collateral; 


        (iv)  such
consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to
any Collateral as to which the Administrative Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; 



        (v)   certificates
evidencing all of the issued and outstanding shares of capital stock, partnership interests, or membership interests pledged pursuant thereto, which
certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant thereto are uncertificated securities, confirmation and evidence
satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Lenders
in accordance with the Uniform Commercial Code; and 


        (vi)  evidence
that all other actions necessary or, in the opinion of the Administrative Agent or the Lenders, desirable to perfect and protect the first priority Lien
created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent's ability to preserve and protect its interests in and access to the
Collateral, have been taken. 




        (g)   The
Administrative Agent's receipt (with sufficient copies for all Lenders) of the certificate of formation of the Borrower, together with all amendments, certified by
an appropriate governmental officer in its jurisdiction of organization, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Agents or any
Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. 




        The
Agents shall notify the Borrower of the Restatement Date, and such notice shall be conclusive and binding. 


        4.03    Conditions to all Loans and L/C Credit Extension.    The obligation of each Lender to honor any Borrowing
Notice and the obligation of the L/C Issuer to issue any Letter of Credit is subject to the following conditions precedent: 



        (a)   The
representations and warranties of the Loan Parties contained in Article V, or which are contained in any
document furnished at any time under or in connection herewith, including, but not limited to the Collateral Documents, shall be true and correct in all material respects on and as of the date of such
Loan is made, continued or converted, as applicable, or such Letter of Credit is issued except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date. 


        (b)   No
Default or Event of Default shall exist or would result from such proposed Loan, continuation or conversion, or L/C Credit Extension. 



        (c)   The
Administrative Agent and, if applicable, the L/C Issuer, shall have received a Request for Credit Extension and, if applicable, a Letter of Credit Application in
accordance with the requirements hereof. 


        (d)   The
Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to
the foregoing as the Administrative Agent or the Required Lenders reasonably may require. 



39





 





        Each
Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections
4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 


        4.04    Conditions Precedent to Funding Loans for Shell Pipeline Acquisition.    The obligation of each Lender to fund
its portion of the Loans to finance the Shell Pipeline Acquisition on the Shell Pipeline Funding Conditions Effective Date shall be subject to satisfaction of the conditions precedent set forth in  Section 4.03 and to the following conditions precedent: 



        (a)   Satisfactory
evidence that the Shell Pipeline Acquisition has been (or contemporaneously with the funding of the Loans on the Shell Pipeline Funding Conditions Effective
Date will be) consummated for a purchase price not to exceed $23,300,000 (excluding acquired working capital and fees/expenses associated therewith) and
on terms and conditions and pursuant to documentation satisfactory to the Agents in all respects. 



        (b)   The
Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each
properly executed by an authorized officer of the signing Loan Party, each dated the Shell Pipeline Funding Conditions Effective Date (or, in the case of certificates of governmental officials, a
recent date before the Shell Pipeline Funding Conditions Effective Date), and each in form and substance satisfactory to the Agents and their legal counsel: 



        (i)    executed
counterparts of a Guaranty from MW Michigan, a Mortgage from MW Michigan covering the assets being acquired in connection with the Shell Pipeline Acquisition,
an amendment to the pledge agreement from Borrower pledging 100% of the equity in MW Michigan, and all other Collateral Documents each dated as of the Shell Pipeline Funding Conditions Effective Date; 


        (ii)   such
certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Agents may require to
establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a
party; 


        (iii)  such
evidence as the Agents may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the
jurisdiction of its organization; 


        (iv)  a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in  Article V are true and correct in all respects on and as
of the Shell Pipeline Funding Conditions Effective Date, (B) that no Default or
Event of Default has occurred and is continuing as of the Shell Pipeline Funding Conditions Effective Date or will exist immediately after funding the Loan to finance the Shell Pipeline Acquisition,
(C) since December 31, 2002 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or
otherwise) or prospects of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or
any of its Subsidiaries, (D) that as of the Shell Pipeline Funding Conditions Effective Date there are no material environmental or legal issues affecting any Loan Party or any the Collateral,
(E) all necessary governmental and third party approvals necessary or required for any Loan Party to enter into this Agreement or any of the Loan Documents has been obtained, (F) there
is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to  Section 6.03(c) (or,
if there is any such litigation, investigation or proceeding, then a notice containing the information required by  Section 6.03(c) shall be given concurrently with
 




40





 





the
delivery of the certificate given pursuant to this clause (v)), and (G) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or
governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of their respective properties, that (x) contests or seeks to adversely affect the Shell Pipeline
Acquisition, or (y) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, taken as a whole, or (z) seeks to affect or pertains to any transaction
contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; 


        (v)   a
certificate of a Responsible Officer (a) of the Borrower demonstrating compliance with all financial covenants on a pro forma basis for the quarter ended
September 30, 2003, (b) of the Borrower as to the satisfaction of all conditions specified in this Section 4.04 and  Section 4.03, and (c) providing copies of the following (A) pro forma financial statements of the MLP on a consolidated basis after
giving effect to the American Central Acquisition and Shell Pipeline Acquisition for the period ended September 30, 2003, (B) a five-year financial forecast for the MLP pro
forma after giving effect to the American Central Acquisition and Shell Pipeline Acquisition, and (C) such other financial information as the Agents may request; 


        (vi)  opinions
from (A) Hogan & Hartson, L.L.P., counsel to each Loan Party and the General Partner, in form and substance satisfactory to the Agents and their
counsel, and (B) local counsel to the Company buying the assets in connection with the Shell Pipeline Acquisition with respect to the deed of trust or mortgage executed by such Company; 


        (vii) a
letter from CT Corporation System, Inc., to accept service of process in the State of Texas on behalf of Company buying the assets in connection with the
Shell Pipeline Acquisition; 


        (viii) receipt
of evidence that (a) any required approvals have been obtained from the lenders under the Parent Credit Agreement, and (b) a certificate of
MarkWest Parent stating that no Default or Event of Default exists under the Parent Credit Agreement or will exist immediately after the Shell Pipeline Funding Conditions Effective Date; and 


        (ix)  such
other assurances, certificates, documents, consents or opinions as the Agents reasonably may require. 




        (c)   Any
fees due and payable at the Shell Pipeline Funding Conditions Effective Date shall have been paid. 



        (d)   The
Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Shell Pipeline Funding Conditions Effective Date. 


        (e)   Documents,
executed by each Company that has assets or conducts business, in appropriate form for recording, where necessary, together with: 



        (i)    such
Lien searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the
Collateral is subject to no other Liens (other than Permitted Liens) in favor of any Persons; 



        (ii)   funds
sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment
financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages; 


        (iii)  evidence
that the Administrative Agent has been named as loss payee under all policies of casualty insurance pertaining to the Collateral; 




41





 





        (iv)  such
consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to
any Collateral as to which the Administrative Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; 


        (v)   certificates
evidencing all of the issued and outstanding shares of capital stock, partnership interests, or membership interests pledged pursuant thereto, which
certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant thereto are uncertificated securities, confirmation and evidence
satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Lenders
in accordance with the Uniform Commercial Code; and 


        (vi)  evidence
that all other actions necessary or, in the opinion of the Administrative Agent or the Lenders, desirable to perfect and protect the first priority Lien
created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent's ability to preserve and protect its interests in and access to the
Collateral, have been taken; 





        The
Agents shall notify the Borrower of the Shell Pipeline Funding Conditions Effective Date, and such notice shall be conclusive and binding. 


        4.05    Conditions Precedent to Funding Loans for Acquisitions.    The obligation of each Lender to fund its portion
any Loan to finance an Acquisition (other than the American Central Acquisition and Shell Pipeline Acquisition) shall be subject to satisfaction of the conditions precedent set forth in  Section 4.03 and to additional condition precedent that the Borrower deliver to the Lenders at least five Business Days before any requested Loan
to fund an Acquisition copies of historical financial statements pertaining to the Person or business proposed to be acquired which historical financial statements if unaudited must be satisfactory in
form and substance to the Agents. 


Remainder of this page intentionally left blank.


42






  



 
 

ARTICLE V.
  REPRESENTATIONS AND WARRANTIES    
    



        Each of the Borrower and the MLP, and each Guarantor by its execution of a Guaranty, represents and warrants to the Administrative Agent and the Lenders that: 


        5.01    Existence; Qualification and Power; Compliance with Laws.    As of the Restatement Date, the Borrower is a
direct wholly-owned subsidiary of the MLP and MarkWest Parent owns at least 51% of the General Partner. The General Partner and each Loan Party (a) is a corporation, partnership or limited
liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and
authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver, and perform its obligations under the Loan Documents
to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in clause (e) or this clause (d), to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect. 


        5.02    Authorization; No Contravention.    The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any material Contractual Obligation to which such Person is a
party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Law. 


        5.03    Governmental Authorization.    No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority, except for the filings of mortgages and lien notices in connection with the granting of security interests pursuant to the Collateral Documents, is
necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document. 


        5.04    Binding Effect.    This Agreement has been, and each other Loan Document, when delivered hereunder, will have
been duly executed and delivered by each Loan Party that is party thereto. This
Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party
thereto in accordance with its terms. 


        5.05    Financial Statements; No Material Adverse Effect.    



        (a)   The
audited financial statements delivered to the Lenders were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein. Such financial statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (ii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby. 


        (b)   Since
December 31, 2002, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect. 



43





 





        5.06    Litigation.    There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the MLP or the Borrower threatened or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Borrower Affiliate or against
any of their properties or revenues which (a) seek to affect or pertain to this Agreement or any other Loan Document, the borrowing of Loans, the use of the proceeds thereof, or the issuance of
Letters of Credit hereunder, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect. 



        5.07    No Default.    Neither the Borrower nor any Borrower Affiliate is in default under or with respect to any
Contractual Obligation which could be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document. There is no default under any Material Agreement. 


        5.08    Ownership of Property; Liens.    From and after the Restatement Date, (a) each Loan Party and its
Subsidiaries have good title to, or valid leasehold interests in, all its real and personal property necessary or used in the ordinary conduct of its business, except for such defects in title as
would not,
individually or in the aggregate, have a Material Adverse Effect, and (b) the property of the MLP, the Borrower and their respective Subsidiaries is subject to no Liens, other than Permitted
Liens. 


        5.09    Environmental Compliance.    The MLP and the Borrower have reasonably concluded that (a) there are no
claims alleging potential liability under or responsibility for violation of any Environmental Law except any such claims that could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (b) there is no environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property owned, operated or used the
Borrower or any Borrower Affiliate that could reasonably be expected to have a Material Adverse Effect, and (c) there is no violation of or by the Borrower or any Borrower Affiliate of any
Environmental Law, except for such violations as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 


        5.10    Insurance.    The properties of the Borrower and the Borrower Affiliates are insured with financially sound
and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or the Borrower Affiliates operate. 


        5.11    Taxes.    The Borrower and the Borrower Affiliates have filed all federal, state and other material tax
returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against any Borrower Affiliate or any of their respective Subsidiaries that would, if made, have a Material Adverse Effect. 


        5.12    ERISA Compliance.    The representations and warranties set forth in this  Section 5.12 shall apply only if
the Borrower or an ERISA Affiliate establishes a Plan. 



        (a)   Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws except to the extent that
noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the
MLP and the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, except to the extent that nonqualification could 



44





 

not
reasonably be expected to have a Material Adverse Effect. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to  Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan, except to the extent that nonpayment could not reasonably be expected to have a
Material Adverse Effect. 


        (b)   There
are no pending or, to the best knowledge of the MLP or the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect
to any Plan that could reasonably be expected to have a Material Adverse Effect. Neither the MLP nor the Borrower nor any ERISA Affiliate has engaged in or knowingly permitted to occur and, to the
Borrower's and the MLP's knowledge, no other party has engaged in or permitted to occur any prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has
resulted or could reasonably be expected to result in a Material Adverse Effect. 


        (c)   (i)
No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect; (ii) no Pension Plan has
any Unfunded Pension Liability that (when aggregated with any other Unfunded Pension Liability) has resulted or could reasonably be expected to result in a Material Adverse Effect; and
(iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or  4212(c) of ERISA that could
reasonably be expected to have a Material Adverse Effect. 




        5.13    Subsidiaries and other Investments.    As of the Restatement Date the Borrower will have no Subsidiaries other
than those specifically disclosed in Schedule 5.13, and will have no equity investment in any other corporation or other entity other than those
specifically disclosed in Schedule 5.13. From and after the Restatement Date the MLP has no Subsidiaries other than the Borrower and the
Borrower's Subsidiaries. 


        5.14    Margin Regulations; Investment Company Act; Public Utility Holding Company Act; Use of Proceeds.    



        (a)   Neither
the Borrower nor any Borrower Affiliate is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of
Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock. Margin Stock constitutes less than 25% of those assets of each Loan Party which
are subject to any limitation on a sale, pledge, or other restrictions hereunder. 


        (b)   Neither
the Borrower nor any Borrower Affiliate, no Person controlling the Borrower or any Borrower Affiliate, or any Subsidiary thereof (i) is a
"holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company"or of a
"subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940. 


        (c)   The
Borrower will use all proceeds of Credit Extension in the manner set forth in Section 6.12. 




        5.15    Disclosure.    All material factual information hereto furnished by or on behalf of the Borrower in writing to
the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby, as modified or supplemented by other information so furnished, is
true and accurate in all material respects, and such information is not, or shall not be, as the case may be, incomplete by omitting to state any material fact necessary to make such information not
misleading. All estimates and projections delivered to the Administrative Agent or any Lender were based upon information that was available at the time such estimates or projections were prepared and
believed to be correct and upon assumptions believed to be reasonable; however, 


45





 

the
Borrower does not warrant that such estimates and projections will ultimately prove to have been accurate. 


        5.16    Labor Matters.    To the Borrower's and the MLP's knowledge, there are no actual or threatened strikes, labor
disputes, slowdowns, walkouts, or other concerted interruptions of operations that could reasonably be expected to have a Material Adverse Effect. 



        5.17    Compliance with Laws.    Neither the Borrower nor any Borrower Affiliate is in violation of any Laws,  other than such
violations which could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any Borrower Affiliate has received notice alleging any noncompliance with any Laws, except for such noncompliance which no longer exists, or which
non-compliance could not reasonably be expected to have a Material Adverse Effect. 



        5.18    Third Party Approvals.    No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any party that is not a party to this Agreement is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document except where obtained or where the failure to receive such
approval, consent, exemption, authorization, or the failure to do such other action by, or provide such notice could not reasonably be expected to have a Material Adverse Effect and  provided, however,
that the transfer of rights in certain Collateral consisting of rights under contracts to a foreclosure purchaser may, in some
instances, require the consent of third parties who have rights in such Collateral 


        5.19    Solvency.    Neither the Borrower and its Subsidiaries on a consolidated basis nor the MLP and its
Subsidiaries on a consolidated basis are "insolvent" as such term is used and defined in (i) the United States Bankruptcy Code or (ii) the Texas Uniform Fraudulent Transfer Act, Tex.
Bus. & Com. Code Ann. §24.003. 


        5.20    Collateral.    (a) The provisions of each of the Collateral Documents are effective to create in favor
of the Administrative Agent for the benefit of the Lenders, a legal valid and enforceable first priority security interest in all right, title and interest of each Company in the Collateral described
therein, except as otherwise permitted hereunder; and financing statements have been filed in the offices in all of the jurisdictions listed in the schedule to all Security Agreements and Mortgages. 



        (b)   All
representations and warranties of each Loan Party thereto contained in the Collateral Documents are true and correct in all material respects. 


        (c)   None
of the terms or provisions of any indenture, mortgage, deed of trust, agreement or other instrument to which the Borrower or any Borrower Affiliate is a party or by
which the Borrower or any Borrower Affiliate or the property of the Borrower or any Borrower Affiliate is bound prohibit the filing or recordation of any of the Loan Documents or any other action
which is necessary or appropriate in connection with the perfection of the Liens on material assets evidenced and created by any of the Loan Documents. 



46





 
 
 

ARTICLE VI.
  AFFIRMATIVE COVENANTS    
    


        So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each of the Borrower and the MLP shall, and shall cause each of their Subsidiaries to: 


        6.01    Financial Statements.    Deliver to the Administrative Agent and each Lender, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders: 



        (a)   intentionally
omitted; 


        (b)   as
soon as available, but in any event within 90 days after the end of each fiscal year of the MLP, consolidated balance sheets of the MLP and its Subsidiaries as
at the end of such fiscal year, and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year of the
MLP, if any, all in reasonable detail, audited and accompanied by a report and opinion of PriceWaterhouseCoopers LLP or other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the
audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders; 



        (c)   as
soon as available, but in any event within 90 days after the end of each fiscal year of the MLP (which shall be the same as the fiscal year of the Borrower),
an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year setting forth in each case in comparative form the figures for the previous fiscal year
for the Borrower, if any, all in reasonable detail, and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the
corresponding fiscal year certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in
accordance with GAAP; 


        (d)   as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the MLP, an unaudited
consolidated balance sheet of the MLP and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related statements of income and cash flows for such
fiscal quarter and for the portion of the MLP's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year of
the MLP or the Borrower, if any, and the corresponding portion of the previous fiscal year of the MLP or the Borrower, if any, all in reasonable detail and certified by a Responsible Officer of the
MLP or the Borrower, as applicable, as fairly presenting the financial condition, results of operations and cash flows of the MLP or the Borrower, as applicable, and their respective Subsidiaries in
accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 


        (e)   within
45 days after the end of each Fiscal Year, Borrower shall deliver a one year projection/budget for the MLP for the year following such Fiscal Year; and 


        (f)    within
90 days after the Restatement Date, the audited financial statements of the American Central Acquisition and Shell Pipeline Acquisition, if required by the
Securities and Exchange Commission in conjunction with the MLP's Form S-1 filing. 




        6.02    Certificates; Other Information.    Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders: 



        (a)   concurrently
with the delivery of the financial statements referred to in Sections 6.01(b), (c) and  (d), a duly completed Compliance Certificate in form
of Exhibit C signed by a Responsible Officer
of the Borrower and a Responsible Officer of the MLP; 



47





 

        (b)   promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or written communication sent to the equity owners of
the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the MLP may file or be required to file with the Securities and Exchange Commission under  Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto; 


        (c)   promptly
after execution thereof, copies of Material Agreements and any material amendment thereto; and 


        (d)   promptly,
such additional information regarding the business, financial or corporate affairs of any Loan Party as the Administrative Agent, at the request of any Lender,
may from time to time reasonably request, which information may include copies of any detailed audit reports, if any, management letters or recommendations submitted to the board of directors (or the
audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them. 




        6.03    Notices.    Promptly notify the Administrative Agent and each Lender: 



        (a)   of
the occurrence of any Default or Event of Default, as soon as possible but in any event within ten (10) days after the occurrence thereof; 


        (b)   of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following events if such has resulted or
could reasonably be expected to result in a Material Adverse Effect: (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party;
(ii) any litigation, investigation by or required by a
Governmental Authority, proceeding or suspension of licenses or permits between any Loan Party and any Governmental Authority; (iii) any dispute, litigation, investigation or proceeding
involving any Loan Party related to any Environmental Law; 


        (c)   of
any litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate in which (i) the amount involved exceeds
(individually or collectively) $3,500,000, or (ii) injunctive relief or other relief is sought, which could be reasonably expected to have a Material Adverse Effect; and 



        (d)   of
any material change in accounting policies or financial reporting practices by the Borrower or the MLP. 




        Each
notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating
what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement or other Loan Document that have been breached. 



        6.04    Payment of Obligations.    Pay and discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) the Obligations, (b) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets and (c) all lawful claims
which, if unpaid, would by law become a Lien upon its property, except, in the case of clause (b) or (c), where (x) the validity thereof
are being contested in good faith by appropriate proceedings and (y) adequate reserves in accordance with GAAP are being maintained by the appropriate Loan Party. 



        6.05    Preservation of Existence, Etc.    (a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Sections 7.06 and  7.07, (b) take all reasonable action to maintain all rights, 


48





 



privileges,
permits, licenses and franchises material to the conduct of its business, except in a transaction permitted by Sections 7.06 and  7.07.



        6.06    Maintenance of Assets and Business.    (a) Maintain all material properties, equipment, licenses,
permits, and franchises necessary for its normal business; (b) keep all of its assets which are useful in and necessary to its business in good working order and condition (ordinary wear and
tear excepted) and make all necessary repairs thereto and replacements thereof, (c) do all things necessary to obtain, renew, extend, and continue in effect all Authorizations which may at any
time and from time to time be necessary for the operation of its business in compliance with applicable Law, except where the
failure to so maintain, renew, extend, or continue in effect could not reasonably be expected to have a Material Adverse Effect; (d) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect; and (e) use the standard of care typical in the industry
in the operation and maintenance of its facilities. 


        6.07    Maintenance of Insurance.    (a) Maintain with responsible insurance companies insurance with respect
to its properties and business (including business interruption insurance) against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar
businesses and which is satisfactory to the Administrative Agent and the Required Lenders and will (i) furnish to the Administrative Agent on each anniversary of the Restatement Date a
certificate or certificates of insurance from the applicable insurance company evidencing the existence of insurance required to be maintained by this Agreement and the other Loan Documents and
evidencing that Administrative Agent is listed as sole loss payee on property insurance (except as to properties owned by MarkWest Parent or the MarkWest Inc. Operating Subsidiaries (as defined
in the Parent Credit Agreement)) and the Administrative Agent and Lenders are additional insureds on liability insurance, and (ii) upon request of the Administrative Agent, furnish to each
Lender at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and extent of all insurance maintained in accordance with this Section. 



        (b)   (i) Except
as the Administrative Agent may otherwise consent to in writing, Borrower will, and will cause each of its Subsidiaries to, forthwith upon receipt,
transmit and deliver to the Administrative Agent, in the form received, all cash, checks, drafts, chattel paper and other instruments or writings for the payment of money (properly endorsed, where
required, so that such items may be collected by the Administrative Agent) which may be received by the Borrower at any time in full or partial payment of amounts due under any insurance policy.
Except as the Administrative Agent may otherwise consent in writing, any such items which may be received by the Borrower will not be commingled with any other of its funds or property, but will be
held separate and apart from its own funds or property and upon express trust for the Administrative Agent until delivery is made to the Administrative Agent. Borrower will comply with the terms and
conditions of any consent given by the Administrative Agent pursuant to the provisions of this paragraph. 



        All
items or amounts in excess of $250,000 which are delivered by the Borrower or by any insurance company to the Administrative Agent on account of partial or full payment of amounts
due under any insurance policy shall be deposited to the credit of a deposit account (herein called the "Insurance Deposit Account") of the Borrower
with the Administrative Agent, as security for payment of the Obligations. Borrower shall have no right to withdraw any funds deposited in the Insurance Deposit Account. Administrative Agent will
apply all or any of the then balance in the Insurance Deposit Account toward payment of the Obligations, in such order of application as the Administrative Agent may determine. Administrative Agent
may, from time to time, in its reasonable discretion and with the consent of the Required Lenders, release all or any of such balance representing collected funds to the Borrower. Administrative Agent
is authorized to 



49





 




endorse,
in the name of the Borrower, any item, howsoever received by the Administrative Agent, representing any payment under any insurance policy. 



        (ii)   The
Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a lien on and security interest in and to such account and all monies, cash,
checks, drafts, certificates of deposit, instruments, investment property, and other items ever received by Administrative Agent for deposit therein and held therein, as security for the Obligations.
The rights granted by this Section 6.07 shall be in addition to the rights of the Administrative Agent under any statutory banker's Lien or the
common law right of setoff. 





        6.08    Compliance with Laws and Contractual Obligations.    (a) Comply in all material respects with the
requirements of all Laws (including Environmental Laws) applicable to it or to its business or property, except in such instances in which (i) such requirement of Law is being contested in good
faith or a bona fide dispute exists with respect thereto; or (ii) the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect; and (b) comply with
all Contractual Obligations, except the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect. 


        6.09    Books and Records.    Maintain proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial transactions and matters involving its assets and business; and (b) maintain such books of record and account in
material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it. 



        6.10    Inspection Rights.    Permit representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance
notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and
without advance notice. Additionally, Administrative Agent may, at the request of the Required Lenders, conduct or cause to be conducted a commercial field examination of the Borrower's and its
Subsidiaries' financial and accounting records and Borrower shall pay the cost of such commercial field examination if such field examination occurs after the occurrence and during the continuation of
an Event of Default. 


        6.11    Compliance with ERISA.    With respect to each Plan maintained by a Company, do each of the following:
(a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws, (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification, and (c) make all required contributions to any Plan subject to  Section 412
of the Code, except to the extent that noncompliance, with respect to each event listed above, could not be reasonably expected to
have a Material Adverse Effect 


        6.12    Use of Proceeds.    (a) Use the proceeds (including Letters of Credit) of the Loans to
(i) refinance the Indebtedness outstanding under the Original Credit Agreement, (ii) finance non-hostile Acquisitions (including the American Central Acquisition and Shell
Pipeline Acquisition) and Capital Expenditures by the Borrower and its Subsidiaries of Persons or assets subject to compliance with this Agreement, including Sections 7.02  and 7.10, and (iii) fund working capital requirements and other general corporate purposes of the Borrower and its
Subsidiaries, (iv) fund Quarterly Distributions to the extent permitted by Sections 7.08(b) and  (c) in an amount not to exceed during
any twelve consecutive month period the product obtained by multiplying the total number of 


50





 



MLP
common and subordinated units outstanding by $0.50, and (v) pay fees, costs and expenses owed pursuant to this Agreement. 


        6.13    Material Agreements.    Enforce the obligations of MarkWest contained in the indemnification provisions of the
Omnibus Agreement, and enforce all other obligations of the MarkWest Parties contained in the Material Agreements to the same extent as they would enforce similar obligations of unrelated third
parties. 


        6.14    Intentionally Omitted.    


        6.15    Guaranties.    As an inducement to the Administrative Agent and Lenders to enter into this Agreement, the MLP
and each Subsidiary that executed a Guaranty pursuant to the Original Credit Agreement shall execute a ratification and confirmation of their Guaranties in connection with this Agreement, in the form
annexed to this Agreement. In addition, at the time of the formation or acquisition of any Subsidiary of the Borrower or MLP, cause such Subsidiary to execute and deliver to the Administrative Agent
(a) a Guaranty substantially in the form and upon the terms of Exhibit E, providing for the guaranty of payment and performance of the
Obligations, (b) Collateral Documents in form and substance satisfactory to the Administrative Agent creating liens and security interests in all
assets and properties of such Subsidiary and in the equity interests in such Subsidiary, and (c) certified copies of such Subsidiary's Organization Documents and opinions of counsel with
respect to such Subsidiary and such Guaranty, and (d) such other documents and instruments as may be required with respect to such Subsidiary pursuant to  Section 6.16. 



        6.16    Further Assurances; Additional Collateral.    (a) The Borrower and the MLP shall cause the MLP and each
Subsidiary of the Borrower or the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent
on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and
each Subsidiary of the Borrower and the MLP, including all capital stock, partnership, joint venture, membership interests, or other equity interests; provided,
however that (i) MarkWest Energy Appalachia, L.L.C. shall not be required to grant a Lien on its interests in the Equitable Leases; and (ii) unless otherwise
requested by the Administrative Agent acting upon the direction of the Required Lenders, neither MW Pinnacle, MW PNG, MW Texas PNG nor MW Blackhawk shall be required to grant a Lien on any of their
assets, other than assets constituting part of or related to the lateral pipeline transmission systems located in Texas, and the Appleby and Brahaney gas gathering, compressor and processing pipeline
systems, as applicable. 



        (b)   In
connection with the actions required pursuant to the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and
the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title
insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in
each case in form and substance satisfactory to the Administrative Agent. 


        (c)   The
Liens required by this Section 6.16 shall be first priority perfected Liens in favor of the Administrative
Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01 (other than  Section 7.01(h)
). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this
Section 6.16, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure
and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents,
in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the 



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other
Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each
of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected
Collateral Documents encumbering substantially all of the assets of the MLP, Borrower and their respective Subsidiaries as required by  Section 6.16(a). 



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ARTICLE VII.
  NEGATIVE COVENANTS    
    


        So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligations shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, each of the MLP and the Borrower agree that they shall not, nor shall they permit any of their respective Subsidiaries to, directly or indirectly: 


        7.01    Liens.    Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than the following: 



        (a)   Liens
pursuant to any Loan Document; 


        (b)   Liens
existing on the Conditions Effective Date and listed on Schedule 7.01 to the Original Credit Agreement and
any renewals or extensions thereof, provided that the property covered thereby is not increased, the amount of the Indebtedness secured thereby is not
increased, and any renewal or extension of the obligations secured or benefitted thereby is permitted under this Agreement; 


        (c)   Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP; 


        (d)   carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of
more than 30 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; 


        (e)   pledges
or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than
any Lien imposed by ERISA; 


        (f)    deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature, in each case incurred in the ordinary course of business; 



        (g)   easements,
rights-of-way, restrictions and other encumbrances affecting real property which do not, taken as a whole, materially detract from the
value of the Mortgaged Properties subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 


        (h)   judgment
Liens not giving rise to an Event of Default; 


        (i)    any
Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such
acquisition, provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or in connection
with such acquisition, and (iii) the Indebtedness thereby secured is permitted by Section 7.04(d); 


        (j)    Liens
securing Capitalized Lease obligations provided that the Indebtedness in respect of such Capitalized Lease is
permitted under Section 7.04(d); 


        (k)   Purchase
money Liens upon or in any property acquired by Borrower or any of is Subsidiaries to secure the deferred portion of the purchase price of such property or to
secure Indebtedness incurred to finance the acquisition of such property, provided that (i) no such Lien shall be extended to cover property
other than the property being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(d); 



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        (l)    Liens
reserved in or exercisable under any lease or sublease to which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the
terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material
compliance with the terms and conditions thereof; 


        (m)  any
interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so
leased; and 


        (n)   Liens
incurred in the ordinary course of business in connection with margin requirements under Lender Hedging Agreements not to exceed in the aggregate  $3,000,000 at any time outstanding. 




        7.02    Investments.    Make or own any Investments, except: 



        (a)   Investments
existing on the Restatement Date and listed in Section (b) of Schedule 5.13; 


        (b)   Cash
Equivalents; 


        (c)   Investments
constituting Indebtedness permitted under Section 7.04(h); 


        (d)   Investments
by the MLP in the Borrower; 


        (e)   Acquisitions
of not more than 5% of the outstanding equity securities of any Person; 


        (f)    Investments
by the Borrower and its Subsidiaries in any Subsidiary of the Borrower that, prior to such Investment, is a Guarantor; 


        (g)   Acquisition
of assets by the Borrower prior to the Restatement Date; 


        (h)   trade
accounts receivable which are for goods furnished or services rendered in the ordinary course of business; and 


        (i)    Permitted
Acquisitions by the Borrower or its Subsidiaries. 




        7.03    Hedging Agreements.    Enter into any Swap Contracts other than in the ordinary course of business for the
purpose of protecting against fluctuations in interest rates, commodity prices, or foreign exchange rates and not for purposes of speculation, provided
that the Swap Contract shall not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party. 


        7.04    Indebtedness.    


        Create,
incur, or assume any Indebtedness except: 



        (a)   Indebtedness
incurred pursuant to the Loan Documents; 


        (b)   Indebtedness
owed by a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary or by the Borrower to a Wholly-Owned Subsidiary of the Borrower,  provided, that, in each such case such Indebtedness is evidenced by
a promissory note which has been pledged to secure the Obligations and is in the
possession of the Administrative Agent; 


        (c)   Other
Indebtedness of the Borrower and the MLP ("Subordinated Indebtedness") subordinated to the Obligations pursuant to
a subordination agreement in form and substance satisfactory to the Agents in their sole discretion (a "Subordination Agreement"),  provided that
such Subordinated Indebtedness shall bear a market rate of interest and shall not require any payment of principal earlier than six
(6) months after the Stated Maturity Date; 


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



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        (e)   Indebtedness
of the MLP, the Borrower and their respective Subsidiaries (other than MW Texas PNG, MW New Mexico, MW PNG, and MW Blackhawk) in respect of purchase money
obligations for fixed or capital assets within the limitations set forth in Section 7.01(k); provided,
however, that the aggregate amount of such Indebtedness at any one time outstanding shall not exceed $7,500,000; 


        (f)    Other
Indebtedness of the MLP, the Borrower and their respective Subsidiaries (other than MW Texas PNG, MW New Mexico, MW PNG and MW Blackhawk) not to exceed  $7,500,000 in the aggregate principal amount
outstanding at any time. 




Provided, that if any Indebtedness is incurred pursuant to this Section 7.04, both before and
after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist. 


        7.05    Lease Obligations.    Create or suffer to exist any obligations for the payment of rent for any property under
lease or agreement to lease, except for operating leases (other than those constituting Synthetic Lease Obligations) entered into or assumed by the Borrower or any Subsidiary after the Conditions
Effective Date in the ordinary course of business or entered into or assumed in connection with any Permitted Acquisition, provided that, such operating
leases will not require the payment of an aggregate amount of payments in excess of (excluding escalations resulting from a rise in the consumer price or similar index)  $7,500,000 during the full
remaining term of such Leases, exclusive of expenses for maintenance, repairs, insurance taxes, assessments and similar
changes. 


        7.06    Fundamental Changes.    Merge or consolidate with or into, or convey, transfer, lease or otherwise Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person,  except that, so long as no
Default or Event of Default exists or would result therefrom: 



        (a)   any
Person may merge into the Borrower provided that the Borrower is the surviving entity; 


        (b)   any
Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving
Person, or (ii) any one or more Subsidiaries, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned
Subsidiary shall be the continuing or surviving Person; 


        (c)   any
Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary;  provided that if the seller in such a transaction is a
Wholly-Owned Subsidiary, then the purchaser must also be a Wholly-Owned Subsidiary; and 



        (d)   any
Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary, provided that such
Subsidiary is the surviving entity. 




        7.07    Dispositions.    


        Make
any Disposition or enter into any agreement to make any Disposition, except: 



        (a)   Dispositions
by the Borrower or its Subsidiaries of inventory in the ordinary course of business; 



        (b)   Dispositions
of property by any Subsidiary to the Borrower, or by any Subsidiary or by the Borrower, to a Wholly-Owned Subsidiary that is a Guarantor; or 


        (c)   other
Dispositions for fair market value, provided no Default or Event of Default then exists or arises as a result
thereof, provided that if the Disposition is for cash and a prepayment is required by  Section 2.04(b)(i), the Borrower shall make such
prepayment in accordance with such Section. 



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        7.08    Restricted Payments; Distributions and Redemptions.    Declare or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except that: 



        (a)   each
Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Subsidiaries of the Borrower; 



        (b)   the
Borrower (i) may declare and make Quarterly Distributions of Available Cash (as defined in the Limited Liability Company Agreement (Borrower)),
(ii) may purchase MLP units under the MLP's Long-Term Incentive Plan in accordance with, and as defined in, the Limited Liability Company Agreement (Borrower) and the Partnership
Agreement (MLP), and (iii) and any Guarantor may make redemptions of, or purchase equity interest in, the Borrower or any Guarantor from employees of the Borrower or such Guarantor;  provided, that
at the time each Quarterly Distribution is made or any purchase or redemption is made no Default or Event of Default exists or would
result therefrom; provided further that the aggregate amount expended in any consecutive 12-month period for purchases or redemptions
pursuant to clause (iii) above shall not exceed $500,000; and 


        (c)   the
MLP may (i) declare and make Quarterly Distributions of Available Cash (as defined in the Partnership Agreement (MLP)) to the extent such Quarterly
Distributions in any fiscal quarter do not exceed, in the aggregate, Available Cash as defined in the Partnership Agreement (MLP) for the immediately preceding fiscal quarter and are made in
accordance with the Partnership Agreement (MLP) and (ii) purchase MLP units under the MLP's Long-Term Incentive Plan in accordance with, and as defined in, the Partnership Agreement
(MLP); provided, that at the time each such Quarterly Distribution or purchase is made no Default or Event of Default exists or would result therefrom. 




        7.09    ERISA.    At any time engage in a transaction which could be subject to  Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company to (a) engage
in any non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any material "accumulated funding deficiency" (as defined in  Section 302 of ERISA), which, with respect to each event listed above, could be reasonably expected to have a Material Adverse Effect. 


        7.10    Nature of Business; Capital Expenditures; Risk Management.    Engage in any line of business other than the
Midstream Business, or make any Capital Expenditures or Acquisitions permitted by Section 7.02 except in connection with the Midstream Business.
In addition to the foregoing, (a) the MLP may not engage in any business other than the ownership of the Borrower and the operation of the MLP, (b) MW Texas PNG may not engage in any
business other than the ownership and operation of the Rio Nogales Pipelines, (c) in the event MW New Mexico acquires the Hobbs Pipeline, MW New Mexico may not engage in any business other than
the ownership and operation of the Hobbs Pipeline, (d) MW Blackhawk may not engage in any business other than the ownership and operation of the Blackhawk Pipeline, and (e) MW PNG may
not engage in any business other than the ownership and operation of the Lake Whitney Pipeline. Without the written approval of the Agents, materially change its risk management policy. 



        7.11    Transactions with Affiliates.    Sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) transactions between or among the Borrower and its
Wholly-Owned Subsidiaries not involving any other Affiliate, and (ii) any Restricted Payment permitted by Section 7.08, and
(iii) in the ordinary course of business at prices and on terms and conditions not less favorable to the MLP, the Borrower or such Subsidiary, as applicable, than could be obtained on an arm's
length basis from unrelated third parties. 


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        7.12    Burdensome Agreements.    Enter into any Contractual Obligation that limits the ability of any Subsidiary to
make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower. Notwithstanding the foregoing, (i) documents governing a Capitalized Lease or a purchase money Lien
permitted by Sections 7.01(j) and (k) may prohibit other Liens on the asset encumbered by such Lien, and
(ii) the Lenders acknowledge that the real estate leases described on Schedule 7.12 restrict or prohibit Liens on the Borrower's or its
Subsidiary's leasehold interest. 


        7.13    Use of Proceeds.    Use the proceeds of any Loan for purposes other than those permitted by  Section 6.12, or
use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase
or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose. 


        7.14    Material Agreements.    (a) Permit any amendment to any Borrower Operating Agreement or any Material
Agreement, if such amendment could reasonably be expected to (y) have a material adverse effect on the ability of the Borrower or any Guarantor to perform its obligations under the Loan
Documents to which it is a party or (z) otherwise materially adversely affect the Lenders; or (b) permit any assignment of any Material Agreement if such assignment could reasonably be
expected to materially adversely affect the Lenders or have a Material Adverse Effect on the ability of the Borrower or any other Loan Party to perform its obligations under the Loan Documents to
which it is a party. 


        7.15    Financial Covenants.    



        (a)   Interest Coverage Ratio.    Permit the Interest Coverage Ratio as of the end of any fiscal quarter to be less
than the ratio of 3.5 to 1.0. 


        (b)   Leverage Ratio.    Permit the Leverage Ratio at any time prior to March 31, 2004 to be greater than the
ratio of 4.75 to 1.0 or on or after March 31, 2004 to be greater than the ratio of 3.5 to 1.0. 



        (c)   Minimum Net Worth.    Permit the net worth of the Borrower to be less than the sum of (i) $55,000,000
and (ii) 75% of the proceeds of all equity issued subsequent to the Closing Date. 


        (d)   Fixed Fee Interest Coverage Ratio.    Permit the Fixed Fee Interest Coverage Ratio as of the end of any fiscal
quarter to be less than the ratio of 3.0 to 1.0. The Fixed Fee Interest Coverage Ratio shall only apply if freely available cash reserves at the MarkWest Parent (including the balance, if any, of the  $2,500,000 cash deposit pledged pursuant to the MarkWest Parent Pledge Agreement) are less than  $17,500,000 measured as of the end of each fiscal quarter (or if the Equitable Agreement has been entered
into and is reasonably satisfactory to the
Agents, then such freely available cash reserves shall be not less than $12,500,000) and if the Natural Resources/Triana Energy Company Agreement has
been restructured satisfactorily to the Agents and the Equitable Agreement has been entered into satisfactorily to the Agents, then this covenant shall thereafter cease to be in effect. 


        (e)   Adjustments for Acquisitions.    For purposes of determining compliance with Sections
7.15(a), (b) and (d): 



        (i)    Consolidated
EBITDA shall be calculated after giving effect, on a pro forma basis for the four consecutive fiscal quarters most recently completed, to any Permitted
Acquisition occurring during such period, as if such Permitted Acquisition occurred on the first day of such period. 


        (ii)   If,
in connection with an Acquisition, any Indebtedness is incurred or assumed by a Company, then Consolidated Interest Charges shall be calculated, on a pro forma
basis (in a 




57





 





manner
acceptable to the Required Lenders) for the four quarters most recently completed, as if such Indebtedness had been incurred on the first day of such period. 





        7.16    Subordinated Indebtedness.    Neither the Borrower nor the MLP will amend documents governing Subordinated
Indebtedness unless approved in writing by the Required Lenders (other than ministerial amendments and amendments to extend the time or times for payment). The Borrower shall not make any payments of
interest or any other amounts in respect of the Subordinated Indebtedness if a Default shall have occurred and be continuing or would result from such payment. The Borrower will not repay any
principal, interest or other indebtedness in respect of the Subordinated Indebtedness, or make any redemption or acquisition for value or defeasance, refinancing or exchange thereof or therefore, or
make any payments in contravention of the applicable Subordination Agreement. 


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


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ARTICLE VIII.
  EVENTS OF DEFAULT AND REMEDIES    
    



        8.01    Events of Default.    Any of the following shall constitute an Event of Default: 



        (a)    Non-Payment.    The Borrower fails to pay (i) when and as required to be paid herein, any
amount of principal of any Loan or any L/C Obligation or (ii) within three Business Days after the same becomes due, any interest on any Loan, any L/C Obligation, any commitment or other fee
due hereunder, or any other amount payable hereunder or under any other Loan Document; or 



        (b)    Specific Covenants.    The Borrower fails to perform or observe any term, covenant or agreement contained in
any of Section 6.03(a), 6.05 (with respect to the Borrower's existence), 6.12, 6.15, 6.16, or  Article VII; or 


        (c)    Other Defaults.    Any Loan Party fails to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 15 days after the earlier of (i) the date
notice has been given to the Borrower by the Administrative Agent or a Lender or (ii) the date a Responsible Officer knew or reasonably should have known of such Default; or 


        (d)    Representations and Warranties.    Any representation or warranty made or deemed made by the Borrower or any
other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith proves to have been incorrect in any material respect when made or deemed made; or 



        (e)    Cross-Default.    (i) The Borrower or any Borrower Affiliate (A) fails to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation (other than Indebtedness under Swap Contracts) having
an aggregate principal amount (or, in the case of a Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than (individually or collectively) $5,000,000, or (B) fails to
observe or perform any other agreement or condition relating to any such Indebtedness or Guaranty Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or
any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness, the lessor under such Synthetic Lease Obligation or the
beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty Obligation to become payable or cash
collateral in respect thereof to be demanded; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of
default under such Swap Contract as to which the Borrower or any Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or
any Borrower Affiliate as a result thereof is greater than (individually or collectively) $5,000,000, or (B) there occurs under any Swap Contract
an Early Termination Date (as defined in such Swap Contract) resulting from any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Borrower Affiliate is an
Affected Party (as so defined) and the Early Termination Amount owed by the Borrower and Borrower Affiliate as a result thereof is greater than (individually or collectively)  $5,000,000 and such amount
is not paid when due under such Swap Contract; or 



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        (f)    Insolvency Proceedings, Etc.    (i) The Borrower or any Borrower Affiliate institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property or takes any action to effect any of the foregoing; or (ii) any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
60 calendar days; or (iii) any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its property is instituted without the consent of such Person and
continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or 


        (g)    Inability to Pay Debts; Attachment.    (i) The Borrower or any Borrower Affiliate becomes unable or
admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against
property which is a material part of the property of the Borrower and its Subsidiaries taken as a whole, and is not released, vacated or fully bonded within 45 days after its issue or levy; or 


        (h)    Judgments.    There is entered against the Borrower or any Borrower Affiliate (i) a final judgment or
order for the payment of money in an aggregate amount exceeding (individually or collectively) $5,000,000 (to the extent not covered by third-party
insurance as to which the insurer does not dispute coverage), or (ii) any non-monetary final judgment that has or could reasonably be expected to have a Material Adverse Effect and,
in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 3 0 consecutive days during which a stay of enforcement
of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 


        (i)    ERISA.    (i) If the Borrower, any Borrower Affiliate or any of their ERISA Affiliates maintains any
Pension Plan or any Multiemployer Plan, an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the
Borrower or any Borrower Affiliate under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$3,500,000, or (ii) if there is any Multiemployer Plan, the Borrower, any Borrower Affiliate or any ERISA Affiliate thereof fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of $3,500,000; or 


        (j)    Invalidity of Loan Documents.    Any Loan Document, at any time after its execution and delivery and for any
reason other than the agreement of all the Lenders or termination of all Commitments and satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court
of competent jurisdiction to be null and void, invalid or unenforceable in any material respect; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or 


        (k)    Change of Control.    There occurs any Change of Control; or 


        (l)    Dissolution.    The Borrower or any Borrower Affiliate shall dissolve, liquidate, or otherwise terminate its
existence, except as permitted in Section 7.06; or 



        (m)    Material Agreements.    (i) Termination of any Material Agreement, or any material provision of any of
the foregoing if such termination could reasonably be expected to have a Material Adverse Effect and such agreement or provision is not replaced (prior to such cessation) in a manner satisfactory to
the Agents; (ii) default by any Person in the performance or observance of any material term of any Material Agreement which is not cured within the applicable cure 



60





 




period
specified in such Material Agreement, if such default could reasonably be expected to have a Material Adverse Effect; or (iii) any event or condition occurs or exists which in the
opinion of the Agents is reasonably likely to (x) have a material adverse effect on the ability of a MarkWest Party to perform its obligations under a Material Agreement and (y) result
in a Material Adverse Effect hereunder; or 


        (n)    Collateral; Impairment of Security, etc.    (i) Any provision of any Loan Document shall for any reason
cease to be valid and binding on or enforceable against a Loan Party or any Loan Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or
(ii) any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such
security interest shall for any reason cease to be a perfected and first priority security interest subject to Permitted Liens; or (iii) any provision of a Subordination Agreement shall cease
to be effective or shall not be enforceable, or any holder of Subordinated Indebtedness shall seek to invalidate any provision of a Subordination Agreement. 




        8.02    Remedies Upon Event of Default.    If any Event of Default occurs, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders: 



        (a)   declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligations shall be terminated; 


        (b)   declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby
expressly waived by the Borrower; 


        (c)   declare
that an amount equal to the then Outstanding Amount of all L/C Obligations be immediately due and payable by the Borrower, without presentment, demand, protest,
notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower, and require that the Borrower deliver such payments to the
Administrative
Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 


        (d)   exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; 




provided, however, that upon the occurrence of any event specified in subsection (f) of  Section 8.01, the obligation of each Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and an amount equal to the then Outstanding
Amount of all L/C Obligations shall be deemed to be forthwith due and owing by the Borrower to the L/C Issuer and the Lenders as of the date of such occurrence and the Borrower's obligation to pay
such amounts shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a
Letter of Credit and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the
Borrower may now or hereafter have against any such beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such payments shall be delivered
to and held by the Administrative Agent as cash collateral securing the L/C Obligations. 


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ARTICLE IX.
  ADMINISTRATIVE AGENT    
    



        9.01    Appointment and Authorization of Agents; Lender Hedging Agreements.    (a) Each Lender hereby
irrevocably (subject to Section 9.10) appoints, designates and authorizes the each Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together
with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing
sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent or Syndication Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between independent contracting parties. 



        (b)   The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except
for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided,
however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this  Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed
to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this  Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the
L/C Issuer. 


        (c)   To
the extent any Lender or any Affiliate of a Lender is a party to a Lender Hedging Agreement and accepts the benefits of the Liens in the Collateral arising pursuant
to the Collateral Documents, such Lender (for itself and on behalf of any such Affiliates) shall be deemed (i) to appoint the Administrative Agent, as its nominee and agent, to act for and on
behalf of such Lender or Affiliate thereof in connection with the Collateral Documents and (ii) to be bound by the terms of this  Article IX. 




        9.02    Delegation of Duties.    The Agents may execute any of their respective duties under this Agreement or any
other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or
willful misconduct. 


        9.03    Default; Collateral.    (a) Upon the occurrence and continuance of a Default or Event of Default, the
Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the
Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and
until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any,
hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the
Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to 


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Lender
Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the
Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made
heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging
Agreement, Affiliates, if applicable). 



        (b)   Each
Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to
Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent's previously entering into such agreements and Collateral Documents). 


        (c)   Except to the extent unanimity (or other percentage set forth in  Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required
Lenders in accordance with the provisions of the
Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the Lenders. 


        (d)   The
Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to
take any action with respect to
any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. 



        (e)   The
Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is
cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created,
perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it
being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Administrative Agent's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than
to act without gross negligence or willful misconduct. 


        (f)    The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative
Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased
to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to
be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been
paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in  Section 10.01(c) or (d),
 or if approved, authorized, or ratified in writing by the requisite
Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to
this Section 9.03. 


        (g)   In
furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the
Administrative Agent its attorney-in-fact, with full power of substitution, 



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for
and on behalf of and in the name of each such Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral
Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders' Liens, and (iii) to execute instruments of release or
to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (e) hereof. This power of attorney shall be liberally, not restrictively, construed so
as to give the greatest latitude to the Administrative Agent's power, as attorney, relative to the Collateral matters described in this  Section 9.03. The powers and authorities herein
conferred on the Administrative Agent may be exercised by the Administrative Agent through any
Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent. The power of attorney conferred by this  Section 9.03(g) is granted for
valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part
thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents. 




        9.04    Liability of Agents.    No Agent-Related Person shall (a) be liable for any action taken or omitted to
be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in
connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan
Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under
or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the
creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral
security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of any Loan Party or any other party to
any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate
thereof. 


        9.05    Reliance by Administrative Agent.    (a) The Administrative Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all
the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to,
initiate any solicitation for the consent or a vote of the Lenders. 


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        (b)   For
purposes of determining compliance with the conditions specified in Section 4.02, each Lender that has funded
its Pro Rata Share of the Borrowing(s) on the Restatement Date (or, if there is no Borrowing made on such date, each Lender other than Lenders who gave written objection to the Administrative Agent
prior to such date) shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender. 




        9.06    Notice of Default.    The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII;  provided,
however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders. 


        9.07    Credit Decision; Disclosure of Information by Administrative Agent.    Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the
affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-
Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the
Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent Related Person. 


        9.08    Indemnification of Agents.    Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and
hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be
liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the 


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directions
of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse
the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such
expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of
the Administrative Agent. 


        9.09    Administrative Agent in its Individual Capacity.    Royal Bank of Canada and its Affiliates may make loans to,
accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their
respective Affiliates as though Royal Bank of Canada were not the Administrative Agent or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Royal Bank of Canada or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans,
Royal Bank of Canada shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or the L/C
Issuer, and the terms "Lender" and "Lenders" include Royal Bank of Canada in its individual capacity. 


        9.10    Successor Administrative Agent.    The Administrative Agent may resign as Administrative Agent upon
30 days' notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which
consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent,
the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term
"Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as
Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this  Article IX and Sections 10.03 and 10.13 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 


        9.11    Syndication Agent; Other Agents; Arrangers.    None of the Lenders or other Persons identified on the facing
page or signature pages of this Agreement as a "syndication agent," as an "co-documentation agent," any other type of agent (other than the Administrative Agent and the Syndication Agent),
"co- arranger," or "book manager" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will
not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 


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ARTICLE X.
  MISCELLANEOUS    
    



        10.01    Amendments, Release of Collateral, Etc.    (a) No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the
Lenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following: 




        (i)    extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02); 


        (ii)   postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due
to the Lenders (or any of them) hereunder or under any other Loan Document; 



        (iii)  reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing or (subject to clause (ii) of the proviso below) any fees or
other amounts payable hereunder or under any other Loan Document, provided, however, that only the consent of the Required Lenders shall be necessary to
amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; 


        (iv)  change
the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any
of them to take any action hereunder; 


        (v)   change
the Pro Rata Share of any Lender; 


        (vi)  release
a material amount of Collateral or release any Guarantor from a Guaranty (except in connection with a Disposition permitted under  Section 7.07 or as otherwise permitted under this
Section 10.01); or 


        (vii) amend
this Section, or Section 2.12, or any provision herein providing for unanimous consent or other action by
all the Lenders; 





and,  provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be
issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Agent/Arranger Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans or participation in
L/C Obligations required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may
not be increased without the consent of such Lender. 



        (b)   Any
amendment to any Loan Document which purports to (i) decrease the amount of any mandatory prepayment or commitment reduction required by  Section 2.04 or (ii) change this
Section 10.01(b), must be by an instrument in
writing executed by Borrower, the Administrative Agent, and the Required Lenders. 



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        (c)   Upon
any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by
the Borrower (which request must be accompanied by (a) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary
closing statement and instructions to the title company, if any, (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent) and (iv) if
required, written consent of the requisite Lenders, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the
release of Liens granted to the Administrative Agent for the benefit of the Lenders pursuant hereto in such Collateral. The Administrative Agent shall not be required to execute any release
instruments on terms which, in the Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of liens
without recourse or warranty. No such release shall impair the Administrative Agent's lien on the proceeds of sale of such Collateral. 


        (d)   If
all outstanding Loans and other Obligations have been indefeasibly paid in full and the Commitments have terminated or have been reduced to zero, and, subject to  Section 10.01(e) all Lender
Hedging Agreement have terminated, the Administrative Agent agrees to, and the Lenders hereby instruct the
Administrative Agent to, at the Borrower's expense, execute and authorize such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed
terminated except that such termination shall not relieve the Borrower of any obligation to make any payments to the Administrative Agent or any Lender required by any Loan Document to the extent
accruing, or relating to an event occurring, prior to such termination. 


        (e)   Notwithstanding
any provision herein to the contrary, if the Commitments have been terminated, and the only outstanding Obligations are amounts owed pursuant to one or
more Lender Hedging Agreements, the Administrative Agent will, and is hereby authorized to, (A) release the Liens created under the Loan Documents and (B) release all Guaranties of the
Borrower, provided, that contemporaneously with such release, (i) the Borrower (and, if applicable, the Subsidiary that is a party to such Lender
Hedging Agreements) (A) executes a margin agreement in form and substance acceptable to such Lender(s) (or its Affiliates) that are parties to such Lender Hedging Agreements (the
"Lender Counterparties") and (B), if required, provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to
such Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a Subsidiary of the Borrower and the Borrower and the MLP are not parties thereto, the Borrower and the MLP
execute a guaranty covering such Subsidiary's obligations thereunder, such guaranty to be in form and substance satisfactory to the Lender Counterparties. Any release under this  Section 10.01(e) must be in writing and signed by the Administrative Agent. 




        10.02    Notices and Other Communications; Facsimile Copies.    



        (a)    General.    Unless otherwise expressly provided herein, all notices and other communications provided for
hereunder and under the other Loan Documents shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection
(c) below) electronic mail address specified for notices on Schedule 10.02 (for the Borrower, any Guarantor and the Administrative Agent)
or on the Administrative Details Form (for the other Lenders); or, in the case of the Borrower, the Guarantors, the Administrative Agent, or the L/C Issuer, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to the Borrower, the
Administrative Agent and the L/C Issuer. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient
and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; 



68





 

(B) if
delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and
(D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided,
however, that notices and other communications to the Administrative Agent or the L/C Issuer pursuant to Article II shall
not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of
a telephone call to the intended recipient at the number specified in accordance with this Section, it being understood and agreed that a voicemail message shall in no event be effective as a notice,
communication or confirmation hereunder. 


        (b)    Effectiveness of Facsimile Documents and Signatures.    Loan Documents may be transmitted and/or signed by
facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof;  provided, however,
that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. 


        (c)    Limited Use of Electronic Mail.    Electronic mail and internet and intranet websites may be used only to
distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and shall not be recognized hereunder for
any other purpose. 


        (d)    Reliance by Administrative Agent and Lenders.    The Administrative Agent and the Lenders shall be entitled to
rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent
may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 




        10.03    No Waiver; Cumulative Remedies.    No failure by any Lender or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 


        10.04    Attorney Costs; Expenses and Taxes.    The Borrower agrees (a) to pay or reimburse the Administrative
Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents,
including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and
all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms
hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the
transactions contemplated hereby or thereby are consummated), and the 


69





 



consummation
and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all
costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such
costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all
Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other
out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any
Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations. 



        10.05    Indemnification.    Whether or not the transactions contemplated hereby are consummated, each of the
Borrower, the MLP and each other Guarantor (by execution of a Guaranty), jointly and severally, agrees to indemnify, save and hold harmless each Agent-Related Person, the Syndication Agent, each
Arranger, each Lender, the L/C Issuer and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any
Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Loan Party,
any Affiliate of any Loan Party or any of their respective officers or directors, arising out of or relating to, the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any
Loans, or the relationship of any Loan Party, the Administrative Agent, the Syndication Agent, the Lenders and the L/C Issuer under this Agreement or any other Loan Document; (b) any and all
claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation of the Administrative Agent or the replacement of
any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Loans, or the
relationship of any Loan Party, the Administrative Agent, the Syndication Agent, the Lenders and the L/C Issuer under this Agreement or any other Loan Document; (c) without limiting the
foregoing, any and all claims, demands, actions or causes of action, judgments and orders, penalties and fines that are asserted or imposed against any Indemnitee, (i) under the application of
any Environmental Law applicable to the Borrower or any of its Subsidiaries or any of their properties or assets, including the treatment or disposal of Hazardous Substances on any of their properties
or assets, (ii) as a result of the breach or non-compliance by the Borrower or any Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary,
(iii) due to past ownership by the Borrower or any Subsidiary of any of their properties or assets or past activity on any of their properties or assets which, though lawful and fully
permissible at the time, could result in present liability, (iv) due to the presence, use, storage, treatment or disposal of Hazardous Substances on or under, or the escape, seepage, leakage,
spillage, discharge, emission or Release from, any of the properties owned or operated by the Borrower or any Subsidiary (including any liability asserted or arising under any Environmental Law),
regardless of whether caused by, or within the control of, the Borrower or such Subsidiary, or (v) due to any other environmental, health or safety condition in connection with the Loan
Documents; (d) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a),
(b) or (e) above; and (e) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs and settlement costs) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any
foregoing claim, demand, action, cause of action or proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF AN
INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand, action, cause of 


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action
or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no
Indemnitee shall be entitled to indemnification for any claim to the extent caused by its own gross negligence or willful misconduct. The agreements in this Section shall survive and continue for the
benefit of the Indemnitees at all times after the Borrower's acceptance of the Lenders' commitments for the Senior Credit Facility, whether or not the Restatement Date shall occur and shall survive
the termination of the Commitments and repayment of all the other Obligations. 


        10.06    Payments Set Aside.    To the extent that the Borrower makes a payment to the Administrative Agent or any
Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to
pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date
such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 


        10.07    Successors and Assigns.    



        (a)   The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby,
except that neither the Borrower nor the MLP may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 


        (b)   Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or
an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable
Commitment is not then in effect, the outstanding principal balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement
with respect to the Loan or the Commitment assigned, and (iii) the parties to each 



71





 




assignment
shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative Details Form. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this
Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.07, 10.04 and  10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with paragraph (d) of this Section. Upon the occurrence and during the continuance of an Event of Default all restrictions on assignment by any Lender shall cease, including all
restrictive clauses driven by withholding tax considerations. 


        (c)   The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 


        (d)   Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participation in L/C Obligations) owing to it);  provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release the
MLP from its Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a
Lender. 



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        (e)   A
Participant shall not be entitled to receive any greater payment under Section 3.01 or  3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of  Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 10.15 as though it were a Lender. 


        (f)    Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 


        (g)   If
the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum
assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), the Borrower shall be deemed to
have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the
Borrower prior to such fifth Business Day. 


        (h)   Notwithstanding
anything to the contrary contained herein, if at any time Royal Bank of Canada assigns all of its Commitment and Loans pursuant to subsection
(b) above, Royal Bank of Canada may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the
Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to
appoint any such successor shall affect the resignation of Royal Bank of Canada as L/C Issuer. Royal Bank of Canada shall retain all the rights and obligations of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base
Rate Loans or fund participations in Unreimbursed Amounts pursuant to Section 2.14(c)). 




        10.08    Confidentiality.    Each Lender agrees that it will not disclose without the prior consent of the Borrower
(other than to directors, officers, employees, auditors, accountants, counsel or other professional advisors of the Administrative Agent or any Lender) any information with respect to the Borrower or
its Subsidiaries, which is furnished pursuant to this Agreement and which (i) the Borrower in good faith considers to be confidential and (ii) is either clearly marked confidential or is
designated by the Borrower to the Administrative Agent or the Lenders in writing as confidential, provided that any Lender may disclose any such
information (a) as has become generally available to the public, (b) as may be required or appropriate in any report, statement or testimony submitted to or required by any municipal,
state or federal regulatory body having or claiming to have jurisdiction over such Lender or submitted to or required by the Board or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States of America or elsewhere) or their successors, (c) as may be required or appropriate in response to any summons or subpoena in connection with any litigation,
(d) in order to comply with any law, order, regulation or ruling applicable to such Lender, (e) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement, provided that such Eligible Assignee or Participant or prospective Eligible
Assignee or Participant executes an agreement containing provisions substantially similar to those contained in this Section 10.08, (f) in
connection with the exercise of any remedy by such Lender following an Event of Default pertaining to the Loan Documents, (g) in connection with any litigation involving such Lender pertaining
to the Loan Documents, (h) to any Lender or the Administrative Agent, or (i) to any Affiliate of any Lender (it being understood that the 


73





 

Persons
to whom such disclosure is made will be informed of the confidential nature of such information and obligated to keep such information confidential); provided
further, that notwithstanding anything in this Agreement to the contrary, the Borrower, the Administrative Agent, the Syndication Agent, the L/C Bank, each Lender and each
Related Party may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analysis) that are provided to it relating to such tax treatment and tax structure; and nothing in the foregoing authorization shall apply to any disclosure that would constitute
a violation of applicable federal or state securities laws. 


        10.09    Set-off.    In addition to any rights and remedies of the Lenders provided by law, upon the
occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by,
such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to the Administrative Agent and the Lenders, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of such set-off and application. 


        10.10    Interest Rate Limitation.    Regardless of any provision contained in any Loan Document, neither the
Administrative Agent nor any Lender shall ever be entitled to contract for, charge, take, reserve, receive, or apply, as interest on all or any part of the Obligations, any amount in excess of the
Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed a partial prepayment of principal and treated hereunder as such and any remaining excess shall be refunded to the
Borrower. In determining if the interest paid or payable exceeds the Maximum Rate, the Borrower and the Lenders shall, to the maximum extent permitted under applicable Law, (a) treat all
Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only),
(b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the Obligations. However, if the Obligations are paid and performed in full prior to the end of
the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Amount, the Lenders shall refund such excess, and, in such event, the
Lenders shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving or receiving interest in excess of the Maximum
Amount. To the extent the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the
"Maximum Amount," then those terms mean the "weekly ceiling" from time to time in effect under Texas
Finance Code § 303.001, as limited by Texas Finance Code § 303.009. The Borrower
agrees that Chapter 346 of the Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations. 



        10.11    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 


        10.12    Integration.    This Agreement, together with the other Loan Documents, comprises the complete and integrated
agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict 


74





 



between
the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 



        10.13    Survival of Representations and Warranties.    All representations and warranties made hereunder and in any
other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and
warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and
effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied. 



        10.14    Severability.    Any provision of this Agreement and the other Loan Documents to which the Borrower is a
party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        10.15    Foreign Lenders.    Each Lender that is a "foreign corporation, partnership or trust" within the meaning of
the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after
accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an
exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Person is
entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under
then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of
such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment
to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442
of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such
Person shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs
and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of
the Administrative Agent. 


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        10.16    Governing Law.    



        (a)   THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER UNITED STATES FEDERAL LAW. 


        (b)   EACH
COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b).
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT
RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. THE BORROWER AND EACH GUARANTOR, BY ITS EXECUTION OF A GUARANTY, HEREBY IRREVOCABLY
APPOINTS CT CORPORATION SYSTEM, WITH AN ADDRESS AT 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201 (THE "TEXAS PROCESS AGENT") AS PROCESS AGENT IN ITS NAME,
PLACE AND STEAD TO RECEIVE AND FORWARD SERVICE OF ANY AND ALL WRITS, SUMMONSES AND OTHER LEGAL PROCESS IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF TEXAS, AGREES THAT SUCH SERVICE IN ANY
SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE UPON THE TEXAS PROCESS AGENT, AND AGREES TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT. 




        10.17    Waiver of Right to Trial by Jury, Etc.    EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A
GUARANTY, HEREBY (a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN 


76





 

ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, PROVIDED THAT THE WAIVER CONTAINED IN THIS SECTION 10.17(b) SHALL NOT APPLY TO THE EXTENT THAT THE PARTY
AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 



        10.18    Security Interest In Parent Pledge Agreement.    The Borrower hereby grants to the Administrative Agent, for
the benefit of the Lenders, a lien on and security interest in and to the Borrower's rights, titles and interest in and to the Parent Pledge Agreement and in the Cash (as therein defined), the Demand
Account (as therein defined) and the Collateral (as therein defined) as security for the Obligations. The rights granted by this Section 10.18
shall be in addition to the rights of any Agent under any statutory banker's Lien or the common law right of setoff. 



        10.19    No General Partner's Liability.    The Administrative Agent and the Lenders agree for themselves and their
respective successors and assigns, including any subsequent holder of any Note, that no claim under this Agreement, under the Guaranty executed on behalf of the MLP, or under any other Loan Document
shall be made against the General Partner, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, hereunder, on such Guaranty, or on any other
Loan Document shall be obtained or enforced, against the General Partner or its assets for the purpose of obtaining satisfaction and payment of amounts owed under this Agreement, such Guaranty or any
other Loan Document. Nothing in this Section 10.19, however, shall be construed so as to prevent the Administrative Agent, any Lender or any
other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the sole purpose of obtaining jurisdiction
over the MLP. 


        10.20    Termination of Commitments Under Original Credit Agreement.    As of the Restatement Date the Commitments
under the Original Credit Agreement are terminated and the Administrative Agent and the Lenders hereby waive any right to receive prior notice of such termination. Each Lender agrees upon the
Restatement Date to return to Borrower with reasonable promptness all "Notes" as defined under the Original Credit Agreement which were delivered by the Borrower in exchange for new Notes to be issued
pursuant to this Agreement. 


        10.21    No Novations, Etc.    To the extent of the aggregate commitment outstanding under the Original Credit
Agreement ($75,000,000) nothing contained herein shall be deemed a novation of or a repayment or new advance of any obligation of the Borrower
hereunder. Only to the extent of an increase in the Aggregate Commitment over that amount shall there be deemed to be a new advance by the Lenders to the Borrower under this Agreement. The
Indebtedness owing under the Original Credit Agreement is renewed, rearranged, extended and carried forward by this Agreement and all of the liens and security interests securing the "Obligations" as
defined in the Original Credit Agreement are carried forward and secure, without interruption or loss or priority, the Obligations under this Agreement. 


        10.22    ENTIRE AGREEMENT.    THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 


[REMAINDER
OF PAGE INTENTIONALLY BLANK;

SIGNATURES BEGIN ON NEXT PAGE] 


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



	 	 	MARKWEST ENERGY OPERATING COMPANY, L.L.C.,

a Delaware limited liability company, as Borrower
	

 	
 	

By:	

MarkWest Energy Partners, L.P.

its Managing Member
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

Its General Partner
	

 	
 	

By:	

/s/  ANDREW L. SCHROEDER      
 Andrew L. Schroeder
 Vice President and Treasurer
	

 	
 	
MARKWEST ENERGY PARTNERS, L.P.,

a Delaware limited partnership, as a Guarantor
	

 	
 	

By:	

MarkWest Energy GP, L.L.C.,

its General Partner
	

 	
 	

By:	

/s/  ANDREW L. SCHROEDER      
 Andrew L. Schroeder
 Vice President and Treasurer
	

 	
 	
ROYAL BANK OF CANADA,

as Administrative Agent
	

 	
 	

By:	

/s/  GAIL WATKIN      
 Gail Watkin
 Manager, Agency
	

 	
 	
ROYAL BANK OF CANADA, as Lender

and L/C Issuer
	

 	
 	

By:	

/s/  LORNE GARTNER      
 Lorne Gartner
 Authorized Signatory
	

 	
 	
BANK ONE, NA,

(Main Office Chicago)

as Syndication Agent
	

 	
 	

By:	

/s/  JANET BEADLE      
 Janet Beadle
 Director
	

 	
 	
BANK ONE, NA,

(Main Office Chicago)

as Lender
	

 	
 	

By:	

/s/  JOSEPH C. GIAMPETRONI      
 Joseph C. Giampetroni
 Director
	 	 	 	 







	

 	
 	
FORTIS CAPITAL CORP.

as Documentation Agent and as Lender
	

 	
 	

By:	

/s/  DARRELL W. HOLLEY      
 Darrell W. Holley
 Managing Director
	

 	
 	

By:	

/s/  CASEY LOWARY      
 Casey Lowary
 Senior Vice President











QuickLinks



EXHIBIT 10.1


TABLE OF CONTENTS


AMENDED AND RESTATED CREDIT AGREEMENT

PRELIMINARY STATEMENTS

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS



ARTICLE II. THE COMMITMENTS AND BORROWINGS


ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY


ARTICLE IV. CONDITIONS PRECEDENT TO BORROWINGS


ARTICLE V. REPRESENTATIONS AND WARRANTIES

ARTICLE VI. AFFIRMATIVE COVENANTS


ARTICLE VII. NEGATIVE COVENANTS


ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES


ARTICLE IX. ADMINISTRATIVE AGENT


ARTICLE X. MISCELLANEOUS