Gas Gathering,
L.L.C.
D-1
EXHIBIT E
ILLUSTRATIVE EXAMPLE CALCULATION OF INCENTIVE INTERESTS
**
[6 pages have been omitted and filed separately with the Securities and Exchange
Commission pursuant to the request for confidential treatment.]
E-1
EXHIBIT G
CAPITAL EXPENDITURES FOR AGREEMENTS
**
G-1
EXHIBIT H
PRE-APPROVED AFFILIATED TRANSACTIONS
1.Services Agreement
2.Fractionation and NGL Purchase Agreement
3.The execution of the Company's acknowledgment of the pledge by MWE Liberty of
its Class B Interest in the Company to the Royal Bank of Canada pursuant to that
certain Credit Agreement, dated as of February 20, 2008, among MWE, certain
subsidiary guarantors, Royal Bank of Canada, as Administrative Agent and
Collateral Agent, and the other lenders party thereto.
H-1
QuickLinks
Exhibit 10.1
EXECUTION COPY
EXHIBIT A
EXHIBIT A
TABLE OF CONTENTS
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARKWEST
LIBERTY MIDSTREAM & RESOURCES, L.L.C.
ARTICLE 1 DEFINED TERMS
ARTICLE 2 FORMATION AND TERM
ARTICLE 3 PURPOSE AND POWERS OF THE COMPANY
ARTICLE 4 CAPITAL CONTRIBUTIONS, MEMBER INTERESTS, CAPITAL ACCOUNTS AND FUTURE
CAPITAL REQUIREMENTS
ARTICLE 5 MEMBERS, MEETINGS AND AMENDMENTS
ARTICLE 6 MANAGEMENT
ARTICLE 7 ASSIGNABILITY OF MEMBER INTERESTS
ARTICLE 8 DISTRIBUTIONS TO MEMBERS
ARTICLE 9 ALLOCATIONS
ARTICLE 10 BOOKS AND RECORDS
ARTICLE 11 TAX MATTERS
ARTICLE 12 LIABILITY, EXCULPATION AND INDEMNIFICATION
ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION
ARTICLE 14 REPRESENTATIONS, WARRANTIES AND COVENANTS
ARTICLE 15 MISCELLANEOUS
EXHIBIT A AREA OF MUTUAL INTEREST
EXHIBIT B MEMBERS AND CAPITAL CONTRIBUTIONS(1)
EXHIBIT C BASE PROJECT(1)
EXHIBIT D INITIAL BUDGET (See attached)(1)
EXHIBIT E ILLUSTRATIVE EXAMPLE CALCULATION OF INCENTIVE INTERESTS
EXHIBIT G CAPITAL EXPENDITURES FOR AGREEMENTS
EXHIBIT H PRE-APPROVED AFFILIATED TRANSACTIONS