Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 560K
2: EX-3.1 Certificate of Incorporation 8 30K
3: EX-3.2 Bylaws 14 55K
4: EX-10.1 Reorganization Agreement 21 93K
13: EX-10.10 Gas Treating and Processing Agreement 48 131K
14: EX-10.11 Gas Gathering, Treating and Processing Agreement 36 99K
15: EX-10.12 Gas Gathering, Treating and Processing Agreement 32 104K
16: EX-10.13 Products Exchange Agreements 3 20K
17: EX-10.14 Gas Processing and Treating Agreement 11 44K
18: EX-10.15 Processing Agreement 30 66K
19: EX-10.16 Natural Gas Liquids Purchase Agreement 7 31K
20: EX-10.17 Purchase and Demolition Agreement 25 52K
21: EX-10.18 Purchase and Demolition Agreement 25 53K
22: EX-10.19 Agreement to Design and Construct New Facilities 21 43K
5: EX-10.2 Modification Agreement 6 34K
23: EX-10.20 Sales Acknowledgement 3 18K
24: EX-10.21 Loan Agreement Dated November 20, 1992 202 752K
25: EX-10.23 Natural Gas Liquids Purchase Agree. (Boldman) 14 46K
26: EX-10.25 1996 Incentive Compensation Plan 5 23K
27: EX-10.26 1996 Stock Incentive Plan of Registrant 13 52K
28: EX-10.27 1996 Nonemployee Director Stock Option Plan 9 40K
29: EX-10.28 Form of Non-Compete With J.M. Fox & Markwest 1 10K
6: EX-10.3 Amended and Restated Mortgage 41 166K
7: EX-10.4 Secured Guaranty, Dated May 2, 1996 23 62K
8: EX-10.5 Security Agreement, Dated May 2, 1996 23 78K
9: EX-10.6 Pledge Agreement, Dated May 2, 1996 21 70K
10: EX-10.7 Participation, Ownership and Operating Agreement 83 290K
11: EX-10.8 Second Amended and Restated Agreement 10 45K
12: EX-10.9 Subordination Agreement 13 47K
30: EX-11 Computation of Per Share Earnings 1 9K
31: EX-23.1 Consent of Price Waterhouse LLP 1 9K
32: EX-23.2 Consent of Bdo Seidman, LLP 1 10K
EXHIBIT H
SUBORDINATION AGREEMENT
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THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 2nd
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day of May, 1996, among MarkWest Michigan LLC, a Colorado limited liability
company ("MarkWest"), Bank of America Illinois, an Illinois banking corporation
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(including any Transferee, "Bank"), West Shore Processing Company, L.L.C., a
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Michigan limited liability company ("West Shore"), Basin Pipeline L.L.C., a
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Michigan limited liability company ("Basin"; Basin and West Shore sometimes
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being referred to collectively as the "Companies"), and Michigan Energy Company,
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L.L.C., a Michigan limited liability company ("MEC")
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RECITALS:
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A. Michigan Production Company, L.L.C. ("MPC") is now indebted or may in
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the future become indebted to the Bank, which indebtedness is now or may in the
future become secured, as provided in the Credit Agreement (defined below), by
mortgages, assignments of proceeds and/or production, security agreements, and
financing statements encumbering and granting the Bank a lien in its favor as to
the oil and gas leaseholds, lands and other interests described on Attachment A,
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attached hereto and made a part hereof (the "MPC Assets")
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B. MEC, which is on the date hereof the owner of a majority of the
outstanding membership interests in West Shore (subject to the right of MarkWest
to acquire up to 60% of the membership interests in West Shore), which in turn
is owner of a majority of the outstanding membership interests of Basin, is now
indebted to the Bank or may in the future become indebted to the Bank pursuant
to the Credit Agreement.
C. The indebtedness of MPC and MEC from time to time owing to the Bank
is guaranteed by the Companies pursuant to certain secured guaranties of even
date herewith delivered pursuant to the Credit Agreement and, as provided in the
Credit Agreement, is secured by, among other things, mortgages, assignments of
proceeds and/or production, security agreements, deeds of trust and financing
statements encumbering the assets now or hereafter owned by the Companies and by
MEC's ownership interest in the Companies, including without limitation, (i) the
assets contributed by MEC to West Shore under that certain Participation,
Ownership and Operating Agreement for West Shore Processing Company, L.L.C.,
between MEC and MarkWest, dated as of May 2, 1996 ("West Shore Agreement"), (ii)
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the assets of Basin subject to that certain Amended and Restated Operating
Agreement for Basin Pipeline L.L.C.,
between MEC, West Shore and MarkWest, dated as of May 2, 1996 ("Basin
-------
Agreement"; the Basin Agreement and the West Shore Agreement being referred to
-----------
herein collectively as the "Operating Agreements"), and (iii) the membership
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interests of MEC in West Shore and Basin.
D. Under the Operating Agreements, MarkWest will acquire from time to
time certain additional membership interests in West Shore (the membership
interests in West Shore and Basin being referred to as "LLC Units").
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E. West Shore does or will own certain assets including assets
contributed by MEC under the West Shore Agreement, and certain Gas Gathering,
Treating and Processing Agreements, now or hereafter entered into, between West
Shore and MPC pertaining to gas produced from the MPC Assets ("Gas Agreements")
------------------
and which are to or may in the future become subject to liens in favor of the
Bank.
F. The obligation of MarkWest to proceed to "Final Closing" (as defined
in the West Shore Agreement) is conditioned on, among other things, the granting
of the subordination by the Bank herein.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the terms set forth
--------------------
below in this Section 1 shall have the meanings provided below:
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"Bankruptcy Code" means 11 U.S.C. (S) 101 et seq., as from time to time
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hereafter amended, and any successor or similar statute.
"Bank Obligations" means the indebtedness and other obligations of MEC, MPC
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and the Companies to the Bank pursuant to the Credit Agreement, the Guarantees
and the other Loan Documents, it being understood that the term "Bank
Obligations" does not include the LSNRC Obligations.
"Company Assets" means, collectively, the assets, rights and properties of
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West Shore and Basin (other than LLC Units).
"Credit Agreement" means that certain Amended and Restated Credit Agreement
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of even date herewith among MEC, MPC and the Bank, as the same may be amended,
restated, modified or supplemented from time to time in accordance with its
terms.
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"Energy Company's Share" shall have the meaning provided in the Secured
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Guaranty as in effect on the date hereof, and as hereafter amended from time to
time with the consent of MarkWest.
"Gas Agreements" is defined in the fifth recital.
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"Loan Documents" shall have the meaning provided in the Credit Agreement as
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in effect on the date hereof, and as hereafter amended from time to time with
the consent of MarkWest.
"LSNRC Obligations" means the obligations of the MEC and MPC to LaSalle
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Street Natural Resources Corporation pursuant to the Agreement Concerning NPI
Interests and Preferred LLC Interests of even date herewith among MEC, MPC, the
Bank and LaSalle Street Natural Resources Corporation.
"Person" means and includes an individual, a partnership, a joint venture,
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a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.
"Transferee" means the Bank's successors, the assigns of any of the Bank
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Obligations or of any Liens on any of the Company Assets or any LLC Units owned
by MEC, and any transferee of any interest in any Company Assets or LLC Units
owned by MEC acquired by, through or under any foreclosure proceeding or other
exercise of remedies by the Bank or any such successor or assign.
2. Subordination and Related Provisions.
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2.1 Subordination to MarkWest Interests. (a) The Bank acknowledges
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that, the interests in the LLC Units which may be acquired from time to time by
MarkWest pursuant to the West Shore Agreement are to be acquired free and clear
of all liens, including the liens in favor of the Bank pursuant to the Loan
Documents. In furtherance of the foregoing, the Bank hereby covenants and agrees
that, to the extent and in the manner hereinafter set forth in this Section 2,
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all liens on the Company Assets and the LLC Units securing the Bank Obligations
are hereby expressly made subordinate and subject as provided in this Section 2
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to the MarkWest Interests, to the extent that such rights and interests have,
from time to time, accrued in favor of MarkWest and been paid for or granted
pursuant to capital contributions made by MarkWest in accordance with the terms
of the Operating Agreements. The "MarkWest Interests" means all of the
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following, but without duplication: (i) MarkWest's interest from time to time in
the LLC Units; (ii) an undivided beneficial percentage interest in the Company
Assets equal to the percentage of the LLC Units owned directly and indirectly by
MarkWest; and (iii) Mark West's rights and interests under the West Shore
Agreement and the Basin Agreement (including, without limitation, rights to
receive payments, distributions and indemnities). The MarkWest Interest
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shall be calculated and determined pursuant to the West Shore Agreement and
without regard to, and free of the burden of, the obligations of MEC, MPC and
any other obligor to the Bank.
(b) The Bank hereby covenants and agrees that it shall execute and deliver
such documents and instruments as may be reasonably necessary to release, or at
any election by MarkWest and any Other Lender (as defined in Section 8 below) to
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assign to the Other Lenders, to the extent of the MarkWest Interests, the liens
in favor of the Bank encumbering the Company Assets and the LLC Interests
securing the Bank Obligations; provided, that the Bank shall not be required to
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execute and deliver releases (i) on more than one occasion during any calendar
month or (ii) on more than 17 occasions in the aggregate during the period
commencing on the date hereof and ending on the earlier of (x) September 1, 1997
and (y) the date on which MarkWest has made its entire maximum contribution to
the Companies under the Operating Agreements.
(c) The agreements of the Bank under this Agreement shall be binding upon
the Bank including each Transferee. The Bank shall cause each of the Loan
Documents executed by West Shore or Basin or encumbering any Company Asset or
LLC Unit to contain a provision expressly subjecting such Loan Document to the
terms of this Subordination Agreement. Without limiting the foregoing provisions
of this Section 2.1, the Bank further agrees as follows:
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(i) No foreclosure, or transfer in lieu thereof, of any interest in
any Company Asset shall be made by the Bank if such foreclosure or transfer
in lieu thereof would cause a suspension or termination of any governmental
permit, license or right necessary for the operation of any Company Asset
of Basin until any required governmental consent, approval or replacement
permit, license or right has been obtained.
(ii) If the Bank shall acquire any interest in Company Assets it shall
hold such undivided interest, in the case of assets owned by Basin, as a
tenant in common (in the case of real property interests) or as a co-owner
(in the case of personal property interests) with Basin (or any successor
or assign of the remaining portion of West Shore's interest in such Company
Assets), and in the case of assets owned by West Shore, as a tenant in
common (in the case of real property interests) or as a co-owner (in the
case of personal property interests) with MarkWest (or any successor or
assign of the remaining portion of MarkWest's interest in such Company
Assets), subject to all of the terms of the West Shore Agreement, and each
of the parties hereto hereby absolutely waives any right to seek or obtain
a partition of any of such Company Assets. The foregoing shall not be
construed to modify any provision of Section 21.3 of the West Shore
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Agreement.
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(iii) No foreclosure, or transfer in lieu thereof, of any interest in any
Company Asset shall be made by the Bank until (A) it contemporaneously initiates
actions to enforce its liens on all collateral (other than the Company Assets)
securing the obligations of MEC, MPC and all other obligors to the Bank (the
"Other Collateral") and (B) it has given notice to MarkWest and the Other
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Lenders of its intent to foreclose. The Bank shall also have the right to
release portions of the Other Collateral from its liens.
(iv) If the condition in Section 2.1(c)(iii) has been satisfied and
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the Bank commences a foreclosure action against any Company Asset, then it
agrees to foreclose only upon Energy Company's Share of such asset (determined
as of the date of the foreclosure), which interest in such asset shall be
subject in all events to MarkWest's right to earn interests pursuant to the West
Shore Agreement.
The West Shore Agreement contains provisions that provide for the
physical operation and management of the Company Assets, as well as the
Companies, to be controlled by the manager of West Shore (initially MarkWest)
and the parties expressly acknowledge and agree that the intent of this section
is that after any foreclosure by the Bank, (1) the Bank shall not receive or be
entitled to any interest in the LLC Units or the Company Assets that exceeds
Energy Company's Share thereof and (2) any LLC Units received by the Bank in
such foreclosure shall remain subject to the terms of the Operating Agreements.
2.2 Subordination to Gas Agreements.
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(a) The Bank hereby covenants and agrees that, to the extent and in
the manner hereinafter set forth in this Section 2, any and all liens and
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security interests encumbering the MPC Assets in favor of the Bank shall be
expressly subordinate to the rights and interests of West Shore under the Gas
Agreements. In furtherance of the foregoing, the Bank agrees that a
foreclosure by the Bank upon the MPC Assets shall not operate to terminate the
Gas Agreements, which shall remain in full force and effect with respect to the
MPC Assets, in accordance with their respective terms and conditions.
(b) The Bank hereby covenants and agrees that it shall execute and
deliver such documents and instruments as may be reasonably necessary to reflect
and give effect to the subordination set forth in the foregoing subsection
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2.2(a).
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2.3 Effect of Bankruptcy. In the event of (a) any insolvency or
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bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to MEC,
West Shore or Basin, or to
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the properties or assets of either of them, or the rejection of the Operating
Agreements as executory contracts in any such proceeding or (b) any liquidation,
dissolution or other winding-up of MEC or West Shore, whether voluntary or
involuntary and whether or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other marshaling of assets or
liabilities of MEC or West Shore, then and in any such event the Operating
Agreements and the Gas Agreements shall continue in full force and effect and
shall not be terminated as a result of any foreclosure by the Bank on any
Company Assets or LLC Interests securing the Bank Obligations.
2.4 Payments to be Held in Trust. MarkWest and the Bank hereby agree
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that in the event that either of them shall receive any payment or distribution
of assets of any Company of any kind or character in respect of the Bank
Obligations or the MarkWest Interests in excess of (a) in the case of MarkWest,
the portion of such payment or distribution represented by the MarkWest
Interests or otherwise payable or distributable to MarkWest for any reason,
under the terms of the Operating Agreements, or (b) in the case of the Bank, the
portion of such payment or distribution represented by Energy Company's Share
therein as pledged to the Bank or otherwise payable or distributable to the Bank
for any reason under the terms of the Operating Agreements, then and in such
event the party receiving such excess payment or distribution shall be deemed to
have received such excess amount in trust for the party entitled thereto, and
shall pay over or deliver such excess amount forthwith to the party entitled
thereto, in the same form in which the payment or distribution was made.
2.5. Obligations of Borrowers and Companies Unconditional. Nothing
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contained in this Section 2 or elsewhere in this Agreement is intended to or
shall impair, as between the Borrowers and the Companies, and their creditors
other than the Bank, the obligations of the Borrower and the Companies to the
Bank to pay the Bank Obligations as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
Bank and creditors of the Borrowers and the Companies other than MarkWest, nor
shall anything herein prevent the Bank from exercising all remedies otherwise
permitted by applicable law upon the happening of an Event of Default under the
Credit Agreement, subject to the rights, if any, under this Section 2 of
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MarkWest with respect to assets, whether in cash, property or securities, of the
Companies received upon the exercise of any such remedy.
Nothing contained in this Section 2 or elsewhere in this Agreement
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shall affect the obligation of the Borrowers and the Companies to make, or
prevent any of the Borrowers or the Companies from making at any time, payment
of the Bank Obligations. The fact that a failure to make payment on account of
the Bank Obligations
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results from any provision of this Section 2 shall not be construed as
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preventing the occurrence or continuance of an Event of Default under the Credit
Agreement.
2.6. Bank Entitled to Assume Payments Not Prohibited in
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Absence of Notice. The Bank shall not at any time be charged with knowledge of
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the existence of any facts which would prohibit the making of any payment to it,
unless and until the Bank shall have received written notice thereof at its
principal office from the Companies or from MarkWest thereof; and prior to the
receipt of any such written notice the Bank shall be entitled to assume
conclusively that no such facts exist, without, however, limiting any such
rights of MarkWest under this Section 2 to recover from the Bank any payment
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made to the Bank which it is not entitled under this Section 2 to retain.
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2.7. Distribution of Companies' Cash. In furtherance of the terms of
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Section 2.1 above, it is hereby agreed among the Companies, MEC, MarkWest and
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the Bank that under the Operating Agreements and the Loan Documents, the
Companies shall be required to distribute, all available cash to their members
in accordance with the West Shore Agreement.
2.8. Additional Liens. West Shore and Basin each hereby agree to grant
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to the Lender from time to time liens and security interests in all newly
arising, acquired or constructed Company Assets ("New Assets") pursuant to
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documents supplementary to or in the form of the Loan Documents executed by West
Shore and Basin contemporaneously with this Agreement. MarkWest expressly
consents to the granting of such additional liens and security interests, with
the understanding that such additional liens and security interests shall be
subject to the terms of this Agreement. The Bank hereby similarly acknowledges
that pursuant to credit agreements with the Other Lenders, the Other Lenders may
be granted additional liens and security interests in New Assets by West Shore
or Basin. The Bank expressly consents to the granting of such additional liens
and security interests provided that they shall be subject to the terms of this
Agreement.
3. Waiver. Each Company hereby waives presentment, demand for payment,
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notice of protest and all other demands and notices in connection with the
delivery, acceptance, performance or enforcement hereof.
4. No Disposition. The Bank will not sell, assign, pledge, encumber or
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otherwise dispose of any of the Bank Obligations owed to it unless such sale,
assignment, pledge, encumbrance or disposition is made expressly subject to this
Agreement.
5. Amendments to MarkWest Documents. No provision of either of the
---------------------------------
Operating Agreements shall, without the prior written
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consent of the Bank, be amended, supplemented, modified or waived in any
respect.
6. Successors, Assigns, Beneficiaries. This Agreement is being entered
-----------------------------------
into for the benefit of, and shall be binding upon and inure to the benefit of
MarkWest, the Bank, the Companies, and their respective successors and assigns.
This Agreement shall remain in full force and effect so long as any Operating
Agreement remains in effect. It is expressly understood that this Agreement is
being entered into for the additional benefit of the Other Lenders from time to
time.
7. Notices; Amendments. All notices pursuant to this Agreement shall
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be addressed and delivered in the manner provided in the Credit Agreement. No
amendment, waiver or modification of any term of this Agreement shall be
effective unless made in accordance with the Credit Agreement.
8. MarkWest Financing. To the extent required to enable MarkWest to
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obtain financing with respect to its obligations regarding West Shore and/or
Basin, the Bank will enter into mutually satisfactory intercreditor agreements
and other documents as may be reasonably required by MarkWest's lender(s) (the
"Other Lenders") consistent with the terms of this Agreement. The Other Lenders
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will (a) from time to time enter into Subordination Agreements containing
reciprocal terms and conditions to this Agreement (or otherwise agree, in a
separate agreement, satisfactory in form and substance to the Bank, to be bound
by and to affirmatively assume identical duties and obligations in respect of
the MarkWest Interests as the Bank has done in respect of Energy Company's Share
of the LLC Units and the Company Assets), (b) be entitled to receive liens and
security interests in the LLC Units and the Company Assets on the same terms and
conditions as liens and security interests in the LLC Units and the Company
Assets have been granted to the Bank, and (c) be entitled to receive limited
recourse guaranties from Basin and West Shore in respect of MarkWest's
obligations to such Other Lenders on the same terms and conditions as the
guaranties made by Basin and West Shore in favor of the Bank.
9. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Michigan, without regard to the
conflict of laws principles of such State.
10. Equitable Remedies. The rights of the Bank, MarkWest and the Other
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Lenders pursuant to this Agreement shall be enforceable in any foreclosure
proceeding commenced with regard to any LLC Units or any Company Asset and shall
entitle the parties hereto to any and all equitable remedies appropriate to
protect their rights under this Agreement.
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
MARKWEST MICHIGAN LLC, a Colorado limited liability
company
By: MarkWest Hydrocarbon Partners, Ltd., its Manager
By: MarkWest Hydrocarbon, Inc., its General
Partner
By: /s/ Arthur J. Denney
Name: Arthur J. Denney
Title: Vice President
BASIN PIPELINE L.L.C., a Michigan limited liability
company
By: MarkWest Michigan LLC, its Manager
By: MarkWest Hydrocarbon Partners,
Ltd., its Manager
By: MarkWest Hydrocarbon,
Inc., its General Partner
By: /s/ Arthur J. Denney
Name: Arthur J. Denney
Title: Vice President
WESTSHORE PROCESSING COMPANY, L.L.C., a Michigan
limited liability company
By: MarkWest Michigan LLC, its Operator
By: MarkWest Hydrocarbon Partners, Ltd., its Manager
By: MarkWest Hydrocarbon, Inc., its General Partner
By: /s/ Arthur J. Denney
Name: Arthur J. Denney
Title: Vice President
MICHIGAN ENERGY COMPANY, L..L.C., a
Michigan limited liability company
By: /s/ Michael V. Ronca
Name: Michael V. Ronca
Title: Manager
By: /s/ Michael V. Ronca
Name: Robert L. Zorich
Title: Manager
BANK OF AMERICA ILLINOIS
By: /s/ John H. Homier
Name:
Title:
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
The foregoing instrument was acknowledged before me on this the 2nd day of
May, 1996, by Arthur J. Denney, the Vice President of MarkWest Hydrocarbon,
Inc., the General Partner of MarkWest Hydrocarbons Partners, Ltd., the Manager
of MarkWest Michigan LLC, a Colorado limited liability company, on behalf of
said company.
Note: Notary Stamp appears on original /s/ Mary Josephine Gordon
NOTARY PUBLIC, State of Texas
Mary Josephine Gordon
(printed name)
My commission expires:
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
The foregoing instrument was acknowledged before me on this the 2nd day of
May, 1996, by Arthur J. Denney, the Vice President of MarkWest Hydrocarbon,
Inc., the General Partner of MarkWest Hydrocarbons Partners, Ltd., the Manager
of MarkWest Michigan LLC, the Manager of Basin Pipeline L.L.C., a Michigan
limited liability company, on behalf of said company.
Note: Notary stamp appears on original
/s/ Mary Josephine Gordon
NOTARY PUBLIC, State of Texas
Mary Josephine Gordon
(printed name)
My commission expires:
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
The foregoing instrument was acknowledged before me on this the 2nd day of
May, 1996, by Arthur J. Denney, the Vice President of MarkWest Hydrocarbon,
Inc., the General Partner of MarkWest Hydrocarbons Partners, Ltd., the Manager
of MarkWest Michigan LLC, the Operator of Westshore Processing Company, a
Michigan limited liability company, on behalf of said company.
Note: Notary stamp appears on original
/s/ Mary Josephine Gordon
NOTARY PUBLIC, State of Texas
Mary Josephine Gordon
(printed name)
My commission expires:
STATE OF TEXAS (S)
(S)
COUNTY OF HARRIS (S)
The foregoing instrument was acknowledged before me on this the _______ day
of May, 1996, by Michael V. Ronca and Robert L. Zorich, the Managers of Michigan
Energy Company, L.L.C., a Michigan limited liability company, on behalf of said
company.
NOTARY PUBLIC, State of Texas
(printed name)
My commission expires:
Attachment A
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 9/1/97 | | 4 | | | | | None on these Dates |
| Filed on: | | 8/2/96 |
| | 5/2/96 | | 1 | | 2 |
| List all Filings |
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