Exhibit 10.13
SERVICES AGREEMENT
THIS SERVICES AGREEMENT, is made as of January 1, 2004 (the "Agreement") by and
between MARKWEST ENERGY GP, L.L.C., a Delaware limited liability company (the
"General Partner") and MARKWEST HYDROCARBON, INC., a Delaware corporation
("Manager").
A.
Pursuant to Section 7.6(c) of the Amended and Restated Limited
Partnership Agreement, dated May 24, 2002 (the "Partnership Agreement") of
MarkWest Energy Partners, L.P., a Delaware limited partnership (the
"Partnership"), the General Partner is authorized to enter into an agreement
with any of its Affiliates (as defined in the Partnership Agreement) to render
services to any member of the Partnership Group (as defined in the Partnership
Agreement) in the discharge of its duties as general partner of the Partnership.
B.
The General Partner desires to engage the Manager to render
day-to-day operational, management, accounting, personnel and related
administrative services to the Partnership on the terms and conditions in this
Agreement, and the Manager desires to accept such engagement.
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the
parties hereto agree as follows:
1.
DEFINITIONS.
THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED THEM:
(A)
"AGREEMENT" MEANS THIS SERVICES AGREEMENT.
(B)
"BOARD OF DIRECTORS" MEANS THE BOARD OF DIRECTORS OF THE GENERAL
PARTNER.
(C)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(D)
"CONFLICTS COMMITTEE" SHALL HAVE THE MEANING SET FORTH IN THE
PARTNERSHIP AGREEMENT.
(E)
"EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(F)
"GOVERNING INSTRUMENTS" MEANS, WITH REGARD TO ANY ENTITY, THE
ARTICLES OF INCORPORATION AND BYLAWS IN THE CASE OF A CORPORATION, CERTIFICATE
OF LIMITED PARTNERSHIP (IF APPLICABLE) AND THE PARTNERSHIP AGREEMENT IN THE CASE
OF A GENERAL OR LIMITED PARTNERSHIP OR THE ARTICLES OF FORMATION AND THE
OPERATING AGREEMENT IN THE CASE OF A LIMITED LIABILITY COMPANY.
(G)
"SUBSIDIARY" MEANS ANY SUBSIDIARY OF THE PARTNERSHIP.
2.
APPOINTMENT AND DUTIES OF THE MANAGER.
(A)
THE GENERAL PARTNER HEREBY APPOINTS THE MANAGER TO MANAGE THE
ASSETS OF THE PARTNERSHIP CONSISTENT WITH THE TERMS OF THE PARTNERSHIP AGREEMENT
AND SUBJECT TO THE FURTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
THE MANAGER HEREBY AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO PERFORM
EACH OF THE DUTIES SET FORTH HEREIN. THE APPOINTMENT OF THE MANAGER SHALL BE
EXCLUSIVE TO THE MANAGER EXCEPT TO THE EXTENT THAT THE MANAGER OTHERWISE AGREES,
IN ITS SOLE AND ABSOLUTE DISCRETION, AND EXCEPT TO THE EXTENT THAT, THE MANAGER
ELECTS TO CAUSE THE DUTIES OF THE MANAGER HEREUNDER TO BE PROVIDED BY THIRD
PARTIES PURSUANT TO THE TERMS OF THIS AGREEMENT.
(B)
THE MANAGER, IN ITS CAPACITY AS MANAGER OF THE ASSETS AND THE
DAY-TO-DAY OPERATIONS OF THE PARTNERSHIP, AT ALL TIMES WILL BE SUBJECT TO THE
SUPERVISION AND OVERSIGHT OF THE BOARD OF DIRECTORS AND WILL HAVE ONLY SUCH
FUNCTIONS AND AUTHORITY AS THE GENERAL PARTNER MAY DELEGATE TO IT INCLUDING,
WITHOUT LIMITATION, THE FUNCTIONS AND AUTHORITY IDENTIFIED HEREIN AND DELEGATED
TO THE MANAGER HEREBY. THE MANAGER WILL BE RESPONSIBLE FOR THE DAY-TO-DAY
OPERATIONS OF