0001047469-09-005388 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MARKWEST LIBERTY MIDSTREAM & RESOURCES, L.L.C. Dated as of February 27th, 2009
Limited Liability Company Agreement • May 11th, 2009 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of MarkWest Liberty Midstream & Resources, L.L.C., a Delaware limited liability company (the "Company"), is executed and agreed to as of February 27th, 2009, by and among MarkWest Liberty Gas Gathering, L.L.C., a Delaware limited liability company ("MWE Liberty"), M&R MWE Liberty, LLC, a Delaware limited liability company ("NGPMR"), and such other Persons who may become Members of the Company from time to time pursuant hereto.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2009 • Markwest Energy Partners L P • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 28, 2009 (the "First Amendment Signing Date"), among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership, as borrower (the "Borrower"), the undersigned Guarantors (collectively, the "Guarantors"), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacities, the "Administrative Agent" and "Collateral Agent," respectively) and as L/C Issuer, the undersigned Agents, Required Lenders and New Lender.

CONTRIBUTION AGREEMENT BY AND AMONG MARKWEST LIBERTY GAS GATHERING, L.L.C., M&R MWE LIBERTY, LLC, AND MARKWEST LIBERTY MIDSTREAM & RESOURCES, L.L.C.
Contribution Agreement • May 11th, 2009 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas

THIS CONTRIBUTION AGREEMENT, dated as of January 22, 2009, is entered into by and among MarkWest Liberty Gas Gathering, L.L.C., a Delaware limited liability company ("MWE Liberty"), M&R MWE Liberty, LLC, a Delaware limited liability company ("NGPMR"), and MarkWest Liberty Midstream & Resources, L.L.C., a Delaware limited liability company (the "Company"). The parties to this Agreement are collectively referred to herein as the "Parties."

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