LIMITED LIABILITY COMPANY AGREEMENT of MARKWEST UTICA EMG, L.L.C. Dated December 29, 2011 to be effective as of January 1, 2012Limited Liability Company Agreement • February 28th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of MarkWest Utica EMG, L.L.C., a Delaware limited liability company (the "Company"), is entered into as of December 29, 2011, to be effective as of January 1, 2012, by and among MarkWest Utica Operating Company, L.L.C., a Delaware limited liability company ("MWE Operating Company"), EMG Utica, LLC, a Delaware limited liability company ("EMG"), and such other Persons who may become Members of the Company from time to time pursuant hereto.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARKWEST LIBERTY MIDSTREAM & RESOURCES, L.L.C.Limited Liability Company Agreement • February 28th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas
This Amendment No. 3 dated December 19, 2011 (this "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of MarkWest Liberty Midstream & Resources, L.L.C., dated as of November 1, 2009, as amended by that certain Amendment No. 1, dated as of November 20, 2009, and that certain Amendment No. 2, dated as of April 28, 2011 (as so amended and as further amended from time to time, the "Agreement"), is made and entered into by the Company and the undersigned Members of the Company, and hereby amends the Agreement as set forth herein. Capitalized terms not otherwise defined herein shall have the meaning in the Agreement.
CONTRIBUTION AGREEMENT BY AND AMONG M&R MWE LIBERTY, LLC, MARKWEST ENERGY PARTNERS, L.P. and MARKWEST LIBERTY GAS GATHERING, L.L.C. dated December 29, 2011Contribution Agreement • February 28th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
This CONTRIBUTION AGREEMENT (this "Agreement"), dated December 29, 2011, is made and entered into by and among M&R MWE Liberty, LLC, a Delaware limited liability company (the "Contributor"), on the one hand, and MarkWest Energy Partners, L.P., a Delaware limited partnership ("MWE") and MarkWest Liberty Gas Gathering, L.L.C., a Delaware limited liability company (the "Acquirer"), on the other hand. Each of the Acquirer and MWE is sometimes referred to individually in this Agreement as a "Acquirer Party," and such Parties are sometimes collectively referred to in this Agreement as the "Acquirer Parties."
REGISTRATION RIGHTS AGREEMENT between MARKWEST ENERGY PARTNERS, L.P. and M&R MWE LIBERTY, LLC dated December 29, 2011Registration Rights Agreement • February 28th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
This REGISTRATION RIGHTS AGREEMENT, dated December 29, 2011, (this "Agreement"), is entered into by and between MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership ("MWE") and M&R MWE Liberty, LLC, a Delaware limited liability company (the "Acquirer").
SIXTH SUPPLEMENTAL INDENTUREMarkwest Energy Partners L P • February 28th, 2012 • Crude petroleum & natural gas • New York
This SIXTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of December 27, 2011, is among MarkWest Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), MarkWest Energy Finance Corporation, a Delaware corporation ("MarkWest Finance" and, together with the Partnership, the "Issuers"), each of the other parties identified on the signature page hereto (the "Subsidiary Guarantors") and Wells Fargo Bank, National Association, a national banking association, as Trustee.
