Exhibit 10.1

 

EXECUTION


 



 

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

among

 

MARKWEST ENERGY PARTNERS, L.P.,

as the Borrower,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

 

and

 

The Agents and Lenders from Time to Time Parties Thereto,

 

Dated as of May 28, 2015

 

WELLS FARGO SECURITIES, LLC

and

RBC CAPITAL MARKETS,

as Joint Lead Arrangers

 

and

 

WELLS FARGO SECURITIES, LLC,

and

RBC CAPITAL MARKETS

as Joint Bookrunners


 



 











 

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called the “Amendment”) dated as of May 28, 2015 among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, and Issuing Bank, the several banks and other financial institutions or entities parties to the Credit Agreement defined below (“Lenders and individually, a “Lender”),

 

W I T N E S S E T H:

 

WHEREAS, Borrower, Administrative Agent, Issuing Bank, Swingline Lender and certain Lenders entered into that certain Amended and Restated Credit Agreement dated as of July 1, 2010, as amended by a First Amendment to Amended and Restated Credit Agreement dated September 7, 2011, by a Second Amendment to Amended and Restated Credit Agreement dated December 29, 2011, by a Third Amendment to Amended and Restated Credit Agreement dated June 29, 2012, by a Fourth Amendment to Amended and Restated Credit Agreement dated December 20, 2012, by a Fifth Amendment to Amended and Restated Credit Agreement dated December 11, 2013 and by a New Lender Agreement, Sixth Amendment to Amended and Restated Credit Agreement dated March 20, 2014 and Seventh Amendment to Amended and Restated Credit Agreement dated February 3, 2015 (as amended, the “Existing Credit Agreement”), for the purpose and consideration therein expressed, whereby Lenders became obligated to make Revolving Loans to Borrower as therein provided; and

 

WHEREAS, Borrower, Administrative Agent, Issuing Bank, Swingline Lender and Lenders desire to amend the Existing Credit Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, in consideration of the loans which may hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows.

 

ARTICLE I.

 

DEFINITIONS AND REFERENCES

 

Paragraph 1.1  Terms Defined in the Existing Credit Agreement.  Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Amendment.

 

Paragraph 1.2  Other Defined Terms.  Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Paragraph 1.2.

 

“Amendment Documents” means this Amendment and all other documents or instruments delivered in connection herewith.

 











 

“Credit Agreement” means the Existing Credit Agreement as amended hereby.

 

“Eighth Amendment Effective Date” means May 28, 2015.

 

ARTICLE II.

 

AMENDMENTS TO EXISTING CREDIT AGREEMENT

 

Paragraph 2.1  Additional Defined Terms.  Section 1.01 of the Existing Credit Agreement is amended to add the following definitions:

 

“Consolidated Funded Debt means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) Consolidated Senior Debt, (b) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including the Outstanding Amount of all Senior Unsecured Notes), (c) all reimbursement obligations relating to letters of credit not otherwise included in clause (a), (d) Capital Leases, (e) Synthetic Lease Obligations, and (f) all Guaranty Obligations with respect to Indebtedness of the type specified in subsections (a) through (e) above; provided however, that for the calculation of the Total Leverage Ratio for the fiscal quarter ending June 30, 2015, clause (b) of this definition shall be modified to read “(b) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for  borrowed money (including the Outstanding Amount of all Senior Unsecured Notes minus the excess, if any, of (A) the net cash proceeds received by Borrower from the issuance of the Senior Unsecured Notes described in clause (g) of the definition of “Senior Unsecured Notes” over (B) the amount of Tendered Senior Unsecured Notes”.”

 

“Eighth Amendment means that certain Eighth Amendment to Amended and Restated Credit Agreement dated as of the Eighth Amendment Effective Date, among the Borrower, the Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Issuing Bank and Swingline Lender and the Required Lenders.”

 

“Eighth Amendment Effective Date means May 28, 2015.”

 

“Senior Unsecured Notes means collectively (a) the 6.750% Senior Notes due 2020 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original  principal amount of $500,000,000 issued pursuant to an Indenture dated November 2, 2010 among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture dated November 2, 2010, among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee, (b) the 6.50% Senior Notes due 2021 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original principal amount of $500,000,000 issued pursuant to the Base Indenture, as supplemented and amended by the Second Supplemental Indenture dated February 24, 2011, among the Borrower, its Subsidiaries party

 

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thereto and Wells Fargo, as trustee, (c) the 6.25% Senior Notes due 2022 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original principal amount of $700,000,000 issued pursuant to the Base Indenture, as supplemented and amended by the Fifth Supplemental Indenture dated November 3, 2011, among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee, (d) the 5.50% Senior Notes due 2023 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original principal amount of $750,000,000 issued pursuant to the Base Indenture, as supplemented and amended by the Eighth Supplemental Indenture dated August 10, 2012, among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee,  (e) the 4.50% Senior Notes due 2023 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original principal amount of $1,000,000,000 issued pursuant to the Base Indenture, as supplemented and amended by the Tenth Supplemental Indenture dated January 10, 2013, among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee, (f) the 4.875% Senior Notes due 2024 of the Borrower and MarkWest Energy Finance Corporation, as issuers, in the original principal amount of $1,150,000,000 issued pursuant to the Base Indenture, as supplemented and amended by the Thirteenth Supplemental Indenture dated November 21, 2014, among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee, (g) the Senior Notes due 2025 expected to be issued by the Borrower and MarkWest Energy Finance Corporation, as issuers, in an original principal amount that is to be determined, and expected to be issued pursuant to the Base Indenture, as supplemented and amended by a Supplemental Indenture among the Borrower, its Subsidiaries party thereto and Wells Fargo, as trustee, and (h) such other senior unsecured notes as may be issued by Borrower as permitted by Section 7.04(h), in each case as amended or supplemented from time to time.”

 

“Tendered Senior Unsecured Notes means the principal amount of the Senior Unsecured Notes described in clauses (a), (b) and (c) of the definition of “Senior Unsecured Notes” tendered by the respective holders thereof to the Borrower for payment in full, together with accrued interest, substantially contemporaneously with, or promptly following, the issuance of the Senior Unsecured Notes described in clause (g) of the definition of “Senior Unsecured Notes”.”

 

Paragraph 2.2  Existing Defined Terms.  The following definitions in Section 1.01 of the Existing Credit Agreement are hereby amended in their entirety to read as follows:

 

“Agreement means this Agreement, which amends and restates in its entirety the Original Credit Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment and Eighth Amendment, as this Agreement may be further amended, modified, supplemented or restated from time to time in accordance with the terms hereof.”

 

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“Loan Documents means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, each Note, the Collateral Documents, the Issuing Documents, the Fee Letter, the First Amendment Fee Letter, the Second Amendment Fee Letter, the Third Amendment Fee Letter, the Sixth Amendment Fee Letter, any Loan Modification Agreement, and each and every other agreement executed in connection with this Agreement; provided, however, that in no event shall any Lender Hedging Agreement or any agreement in respect of Banking Services Obligations constitute a Loan Document hereunder.”

 

ARTICLE III.

 

CONDITIONS OF EFFECTIVENESS

 

Paragraph 3.1  Eighth Amendment Effective Date.  This Amendment shall become effective as of the date first above written when and only when Administrative Agent shall have received this Amendment, executed by the Borrower, Lenders comprising Required Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender and the Consent and Agreement attached to this Amendment executed by the Guarantors.

 

ARTICLE IV.

 

REPRESENTATIONS AND WARRANTIES

 

Paragraph 4.1  Representations and Warranties.  In order to induce the Required Lenders to enter into this Amendment, Borrower and each Guarantor represent and warrant to each Lender that:

 

(a)           The representations and warranties contained in Article V of the Existing Credit Agreement are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) at and as of the time of the effectiveness hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such earlier date.

 

(b)           Borrower and Guarantors are duly authorized to execute and deliver this Amendment and the other Amendment Documents to which they are a party and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Existing Credit Agreement. Borrower and Guarantors have duly taken all limited partnership, limited liability company or corporate action, as applicable, necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents to which they are a party and, in the case of Borrower, to authorize the performance of the obligations of Borrower hereunder and thereunder.

 

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(c)           When duly executed and delivered, each of this Amendment and the Existing Credit Agreement will be a legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and by equitable principles of general application.

 

(d)           No Default or Event of Default exists or will exist prior to and immediately after giving effect to this Amendment.

 

ARTICLE V.

 

MISCELLANEOUS

 

Paragraph 5.1   Ratification of Agreements.  The Existing Credit Agreement as hereby amended is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.  The Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference to the Existing Credit Agreement in any Loan Document shall be deemed to be a reference to the Existing Credit Agreement as hereby amended.  The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of Lenders under the Existing Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Existing Credit Agreement, the Notes or any other Loan Document.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

 

Paragraph 5.2   Survival of Agreements. All representations, warranties, covenants and agreements of Borrower and the Subsidiary Guarantors herein shall survive the execution and delivery of this Amendment and the performance hereof, including without limitation the making or granting of the Loans, and shall further survive until Payment in Full of the Obligations.

 

Paragraph 5.3  Loan Documents.  This Amendment, and each of the other Amendment Documents, is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

 

Paragraph 5.4  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York and any applicable laws of the United States of America in all respects, including construction, validity and performance.

 

Paragraph 5.5  Miscellaneous.  Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions and (c) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable.

 

Paragraph 5.6  Release.  As additional consideration for the execution, delivery and performance of this Amendment by the parties hereto and to induce the Administrative Agent,

 

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Issuing Bank, Swingline Lender and the Lenders to enter into this Amendment, the Borrower warrants and represents to the Administrative Agent, Issuing Bank, Swingline Lender and the Lenders that to its knowledge no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, Issuing Bank, Swingline Lender or any Lender or any defense to (i) the payment of the Obligations under the Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Notes and/or the Loan Documents.  In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby RELEASES, RELINQUISHES and forever DISCHARGES Administrative Agent, Issuing Bank, Swingline Lender and the Lenders, as well as their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, of and from any and all claims, demands, actions and causes of action of any and every kind or character, past or present, which Borrower may have against any of them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or with respect to (a) any right or power to bring any claim for usury or to pursue any cause of action based on any claim of usury, and (b) any and all transactions relating to the Loan Documents occurring prior to the date hereof, including any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in any way resulting from the acts, actions or omissions of any of them, and their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the extent permitted by applicable Law.

 

Paragraph 5.7  Counterparts; Fax.  This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment.  This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

 

THIS AMENDMENT 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 OF THE PARTIES.

 

[The remainder of this page has been intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

	
BORROWER:
    	
MARKWEST   ENERGY PARTNERS, L.P.
    
	
 
    	
 
    
	
 
    	
By:   MarkWest Energy GP, L.L.C., its general partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
 
    	
Nancy   K. Buese
    
	
 
    	
 
    	
Executive   Vice President & Chief Financial Officer
    


 

SIGNATURE PAGE 1












 

	
ADMINISTRATIVE   AGENT:
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Andrew Ostrov
    
	
 
    	
 
    	
Name:
    	
Andrew   Ostrov
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
LENDERS:
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION, as a   Lender, Issuing Bank and Swingline Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Andrew Ostrov
    
	
 
    	
 
    	
Name:
    	
Andrew   Ostrov
    
	
 
    	
 
    	
Title:
    	
Director
    


 

SIGNATURE PAGE 2











 

	
 
    	
ROYAL   BANK OF CANADA, as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason S. York
    
	
 
    	
 
    	
Name:
    	
Jason   S. York
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

SIGNATURE PAGE 3











 

	
 
    	
COMPASS   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Rhianna Disch
    
	
 
    	
Name:
    	
Rhianna   Disch
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 4











 

	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stephanie Balette
    
	
 
    	
Name:
    	
Stephanie   Balette
    
	
 
    	
Title:
    	
Authorized   Officer
    


 

SIGNATURE PAGE 5











 

	
 
    	
MORGAN   STANLEY BANK, N.A.
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dmitriy Barskiy
    
	
 
    	
Name:
    	
Dmitriy   Barskiy
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

SIGNATURE PAGE 6











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John C. Lozano
    
	
 
    	
Name:
    	
John   C. Lozano
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 7











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam H. Fey
    
	
 
    	
Name:
    	
Adam   H. Fey
    
	
 
    	
Title:
    	
Director
    


 

SIGNATURE PAGE 8











 

	
 
    	
BARCLAYS   BANK PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Lee
    
	
 
    	
Name:
    	
Christopher   Lee
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 9











 

	
 
    	
SUNTRUST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Shannon Juhan
    
	
 
    	
Name:
    	
Shannon   Juhan
    
	
 
    	
Title:
    	
Director
    


 

SIGNATURE PAGE 10











 

	
 
    	
UBS   AG, STAMFORD BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Darlene Arias
    
	
 
    	
Name:
    	
Darlene   Arias
    
	
 
    	
Title:
    	
Director
    


 

	
 
    	
By:
    	
/s/   Houssem Daly
    
	
 
    	
Name:
    	
Houssem   Daly
    
	
 
    	
Title:
    	
Associate   Director
    


 

SIGNATURE PAGE 11












 

	
 
    	
CAPITAL   ONE, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy Mak
    
	
 
    	
Name:
    	
Nancy   Mak
    
	
 
    	
Title:
    	
Sr.   Vice President
    


 

SIGNATURE PAGE 12











 

	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Garrett R. Merrell
    
	
 
    	
Name:
    	
Garrett   R. Merrell
    
	
 
    	
Title:
    	
Relationship   Manager
    


 

SIGNATURE PAGE 13











 

	
 
    	
NATIXIS, NEW YORK BRANCH
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stuart Murray
    
	
 
    	
Name:
    	
Stuart   Murray
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Louis P. Laville III
    
	
 
    	
Name:
    	
Louis   P. Laville III
    
	
 
    	
Title:
    	
Managing   Director
    


 

SIGNATURE PAGE 14











 

	
 
    	
SUMITOMO   MITSUI BANKING CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David W. Kee
    
	
 
    	
Name:
    	
David   W. Kee
    
	
 
    	
Title:
    	
Managing   Director
    


 

SIGNATURE PAGE 15











 

	
 
    	
BNP   PARIBAS
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joseph Onischuk
    
	
 
    	
Name:
    	
Joseph   Onischuk
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Reginald Crichlow
    
	
 
    	
Name:
    	
Reginald   Crichlow
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 16











 

	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jamie Minieri
    
	
 
    	
Name:
    	
Jamie   Minieri
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

SIGNATURE PAGE 17











 

	
 
    	
CITIBANK,   N. A.
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Zeller
    
	
 
    	
Name:
    	
Michael   Zeller
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 18











 

	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jonathan Luchansky
    
	
 
    	
Name:
    	
Jonathan   Luchansky
    
	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE 19












 

Eighth Amendment

 

CONSENT AND AGREEMENT

 

Each of the undersigned (in their individual capacity, each a “Guarantor”), as of the Eighth Amendment Effective Date hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Amended and Restated Guaranty dated as of July 1, 2010 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the Existing Credit Agreement and the other Loan Documents, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Amended and Restated Guaranty and such other Loan Documents shall remain in full force and effect.

 

	
 
    	
MARKWEST   ENERGY FINANCE CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MARKWEST   ENERGY OPERATING COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   HYDROCARBON, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    


 

1











 

	
 
    	
MARKWEST   ENERGY GP, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
MASON   PIPELINE LIMITED LIABILITY COMPANY
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Hydrocarbon, Inc.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
WEST   SHORE PROCESSING COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member and Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    


 

2











 

	
 
    	
MARKWEST   MICHIGAN PIPELINE COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
MARKWEST   OKLAHOMA GAS COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its Managing Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
Executive Vice President & Chief   Financial Officer
    


 

3











 

	
 
    	
MARKWEST   ENERGY APPALACHIA, L.L.C.
    
	
 
    	
MARKWEST   GAS SERVICES, L.L.C.
    
	
 
    	
MARKWEST   POWER TEX, L.L.C.
    
	
 
    	
MARKWEST   PINNACLE, L.L.C.
    
	
 
    	
MARKWEST   PNG UTILITY, L.L.C.
    
	
 
    	
MARKWEST   TEXAS PNG UTILITY, L.L.C.
    
	
 
    	
MARKWEST   BLACKHAWK, L.L.C.
    
	
 
    	
MARKWEST   NEW MEXICO, L.L.C.
    
	
 
    	
MARKWEST ENERGY EAST TEXAS GAS COMPANY, L.L.C.
    
	
 
    	
MARKWEST ENERGY SOUTH TEXAS GAS COMPANY, L.L.C.
    
	
 
    	
MARKWEST   PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST   JAVELINA COMPANY, L.L.C.
    
	
 
    	
MARKWEST   JAVELINA PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST   LIBERTY GAS GATHERING, L.L.C.
    
	
 
    	
MARKWEST   GAS MARKETING, L.L.C.
    
	
 
    	
MARKWEST   MARKETING, L.L.C.
    
	
 
    	
MARKWEST   MOUNTAINEER PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST   UTICA OPERATING COMPANY, L.L.C.
    
	
 
    	
MARKWEST   TEXAS LPG PIPELINE, L.L.C.
    
	
 
    	
MARKWEST ENERGY WEST TEXAS GAS COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Executive Vice President & Chief Financial Officer
    


 

4











 

	
 
    	
MATREX   L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
West Shore Processing Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member and Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member and Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Executive Vice President & Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   MCALESTER, L.L.C.
    
	
 
    	
MARKWEST   BUFFALO CREEK GAS COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Oklahoma Gas Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Executive Vice President & Chief Financial Officer
    


 

5











 

	
 
    	
MARKWEST   RANGER PIPELINE COMPANY, L.L.C.
    
	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Appalachia, L.L.C.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
its sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy Partners, L.P.
    
	
 
    	
 
    	
its Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
MarkWest Energy GP, L.L.C.,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Nancy K. Buese
    
	
 
    	
 
    	
 
    	
Executive Vice President & Chief Financial Officer
    


 

6