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
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
FOR
BASIN PIPELINE L.L.C.
A Michigan Limited Liability Company
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this "Operating
Agreement") is made and entered into as of May 2, 1996 by and among Basin
Pipeline L.L.C, a Michigan Limited Liability Company (the "Company"), and the
persons executing this Operating Agreement as members of the Company and all of
those who shall hereafter be admitted as members (individually, a "Member" and
collectively, the "Members") who agree as follows:
RECITALS:
A. Pursuant to Articles of Organization filed with the Michigan
Department of Commerce on June 16, 1993 (the "Articles"), the Company was
organized as a limited liability company under the laws of the State of
Michigan.
B. Dwain M. Immel, Hi P Limited Partnership and Montana BC Limited (the
"Original Members"), the original Members of the Company, executed and delivered
the Operating Agreement (the "Original Agreement") dated October 27, 1993
providing for the operation of the Company.
C. Effective December 1, 1993, Michigan Gas Fund I (the "Preferred
Member") was admitted as a Member of the Company.
D. Effective December , 1993, the Original Agreement was amended and
restated by the Members by that Amended and Restated Operating Agreement (the
"First Amendment").
E. Effective as of May 2, 1996, the Original Common Members and the
Preferred Member no longer owned any membership interest in the Company and the
Members executing this Operating Agreement (the "New Members") were the sole
Members of the Company.
F. Simultaneously with the execution of this Operating Agreement,
Member Michigan Energy Company, L.L.C. ("MEC') and Member MarkWest Michigan, LLC
("MarkWest") entered into that Participation, Ownership and Operating Agreement
(the "Participation Agreement") whereby Member West Shore Processing Company,
LLC ("West Shore") was organized and the terms of its ownership and operation
were set out and whereby Mark West was designated as its "Operator" in
accordance with the terms thereof. Certain terms and provisions of the
Participation Agreement are incorporated herein by the references thereto
contained in this Operating Agreement and in the manner prescribed herein.
G. The Members desire to amend and restate the Original Agreement, as
amended and restated by the First Amendment in order to evidence admission of
the New Members as Members of the Company and make certain additional changes
thereto.
In consideration of the foregoing and of the mutual agreements, provisions
and covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in order to effect
the intentions of the Members as set forth above, the Members hereby agree to
amend and restate the Original Agreement, as amended and restated by the First
Amendment as follows:
ARTICLE I
ORGANIZATION
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1.1 Formation. The Company has been organized as a Michigan Limited
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Liability Company under and pursuant to the Michigan Limited Liability Company
Act, being Act No. 23, Public Acts of 1993 (the "Act"), by the filing of the
Articles with the Department of Commerce of the State of Michigan as required by
the Act.
1.2 Name. The name of the Company shall be Basin Pipeline L.L.C. The
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Company may also conduct its business under one or more assumed names.
1.3 Purposes. The purposes of the Company are to engage in any activity
---------
for which Limited Liability Companies may be formed under the Act, including,
but not limited to, the construction and operation of a pipeline gathering
system in Michigan pursuant to authority granted under 1929 PA 9, as amended
(MCL 483.109). The Company shall have all the powers necessary or convenient to
effect any purpose for which it is formed, including all powers granted by the
Act.
1.4 Duration. The Company shall continue in existence for the period fixed
---------
in the Articles for the duration of the Company or until the Company shall be
sooner dissolved and its affairs wound up in accordance with the Act or this
Operating Agreement.
1.5 Registered Office and Resident Agent. The Registered Office and
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Resident Agent of the Company shall be as designated in the initial Articles or
any amendment thereof. The Registered Office and/or Resident Agent may be
changed from time to time. Any such change shall be made in accordance with the
Act. If the Resident Agent shall ever resign, the Company shall promptly appoint
a successor.
1.6 Intention for Company. The Members have formed the Company as a
----------------------
Limited Liability Company under and pursuant to the Act. The Members
specifically intend and agree that the Company not be a partnership (including,
a limited partnership) or any other venture, but a Limited Liability Company
under and pursuant to the Act. No Member or Manager shall be construed to be a
partner in the Company or a partner of any other Member, Manager or person
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and the Articles, this Operating Agreement and the relationships created thereby
and arising therefrom shall not be construed to suggest otherwise.
1.7 Effective Date. (the "Effective Date").
---------------
This Operating Agreement shall be effective as of May 2, 1996
ARTICLE II
BOOKS, RECORDS AND ACCOUNTING
-----------------------------
2.1 Books and Records. The Company shall maintain complete and accurate
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books and records of the Company's business and affairs as required by the Act
and such books and records shall be kept at the Company's Registered Office.
2.2 Fiscal Year: Accounting. The Company's fiscal year shall be the
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calendar year. The particular accounting methods and principles to be followed
by the Company shall be selected by the Manager from time to time.
2.3 Reports. The Manager shall provide reports concerning the financial
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condition and results of operation of the Company and the Capital Accounts of
the Members to the Members in the time, manner and form as provided in the
Participation Agreement.
2.4 Member's Accounts. Separate capital accounts for each Member shall be
------------------
maintained by the Company in accordance with the applicable provisions of the
Participation Agreement.
ARTICLE III CAPITAL CONTRIBUTIONS
---------------------
3.1 Initial Capital. The agreed value of the capital of the Company to
----------------
be credited to each Member on the Effective Date is set forth on the attached
Exhibit A. The Sharing Ratios (herein so called) of the Members in the Company
as of the Effective Date shall be as set forth on Exhibit A hereto. Any
additional Member (other than an assignee of a membership interest who has been
admitted as a Member), who shall be admitted only upon the approval of all
Members shall make the capital contribution set forth in an Admission Agreement.
No interest shall accrue on any capital contribution and no Member shall have
any right to withdraw or to be repaid any capital contribution except as
provided in this Operating Agreement.
3.2 Additional Contributions. In addition to the initial capital
-------------------------
contributions heretofore made by the Members additional contributions shall be
governed by the applicable provisions of the Participation Agreement and the
obligations of the members for additional contributions and remedies for
failures to make such as may be specified in the Participation Agreement
ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS
-----------------------------
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4.1 Allocations.
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(a) Profits and losses shall be determined and allocated to the Members
consistent with the provisions of the Participation Agreement.
(b) All items of income, gain, loss, deduction or credit of the Company,
shall be allocated to and shared by the Members in accordance with their
respective Sharing Ratios.
4.2 Distributions. All distributions shall be made in conformance with
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distribution provisions set out in Section 4.1 and other applicable Sections of
the Participation Agreement.
ARTICLE V
DISPOSITION OF MEMBERSHIP INTERESTS
-----------------------------------
5.1 General. MEC And MarkWest shall each have the right to dispose of or
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transfer their respective membership interests in the Company and to cause West
Shore, on their respective behalves, to dispose of portions of West Shore's
membership interests in the Company in amounts of interest proportionate to
their respective ownership interests in West Shore and on terms equivalent to
those set out in Article IX of the Participation Agreement governing transfer
and dispositions by MEC and MarkWest of their interest in West Shore.
5.2 Admission of Substitute Members. A permitted transferee of a
--------------------------------
membership interest shall be admitted as a subtitute Member and shall be
entiltled to all the rights and powers of the assignor.
ARTICLE VI
MEETING AND REPRESENTATIONS OF MEMBERS
--------------------------------------
6.1 Voting. voting all matters requiring a vote of the Members shall be
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governed by the voting procedures set out in Section 5.2 of the Participation
Agreement. MEC and Mark West shall each be entitled to vote their respectives
membership interests. The designated Operator of West Shore shallbe entitled to
vote the West Shores membership interest, provided, however, that any such vote
shall be exercised in conformance with an appropriate vote of the Members of
West Shore in accordance with the voting procedures under the Participation
Agreement.
6.2 Required Vote. Unless a greater vote is required by the Act, the
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Articles or would be required under the Participation Agreement had the vote
been with regard to the same or similar issue the affirmative vote or consent of
a majority of the Sharing Ratios of all the Members entitled to vote or consent
on such matter shall be required. For purposes of this Agreement, any reference
to a majority of Members or majority of remaining Members shall be defined as
those Members holding a majority of the Sharing Ratios of the Members or
remaining Members if applicable.
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6.3 Meetings. An annual meeting of Members for the transaction of such
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business as may properly come before the Meeting, shall be held at such place,
on such date and at such time as the annual meeting of the Members of West
Shore. Special meetings of Members for any proper purpose or purposes may be
called at any time by the Manager or any Member. The Company shall deliver or
mail written notice stating the date, time, place and purposes of any meeting to
each Member entitled to vote at the meeting. Such notice shall be given not less
than five (5), no more than sixty (60) days before the date of the meeting. All
meetings of the Members shall be presided over by a Chairperson who shall be a
representative or a Member so designated by the Manager.
6.4 Consent. Any action required or permitted to be taken at an annual
--------
or special meeting of the Members may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so
taken are signed by the Members having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all membership interests entitled to vote on the action were present and voted.
Every written consent shall bear the date and signature of each Member who signs
the consent. Prompt notice of the taking of action without a meeting by less
than unanimous written consent shall be given to all Members who have not
consented in writing to such action.
6.5 Representations and Warranties. Each Member, and in the case of an
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organization, the person(s) executing the Company Agreement on behalf of the
organization, hereby represents and warrants to the Company and each other
Member that: (a) if the Member is an organization, that it is duly organized,
validly existing and in good standing under the laws of its state of
organization and that it has full organizational power to execute and agree to
this Operating Agreement to perform its obligations hereunder; (b) that the
Member is acquiring its interest in the Company for the Member's own account as
an investment and without an intent to distribute the interest; (c) the Member
acknowledges that the interests in the Company have not been registered under
the Securities Act of 1933 or any state securities laws, and may not be resold
or transferred by the Member without appropriate registration or the
availability of an exemption from such requirements.
ARTICLE VII
MANAGEMENT
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7.1 Management of Business. The Company shall be managed by one (1)
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person ("Manager"). The Manager shall be the party serving, from time to time,
as Operator under the terms of the Participation Agreement. The terms, duties,
compensation and benefits, if any, of the Manager not provided for herein shall
be determined by the Members. The Manager shall serve at the will and pleasure
of the Members.
7.2 Powers of Manager. The Manager shall have the same powers and
------------------
authority with respect to the Company and its assets as were granted to the
Operator of West Shore with respect to West Shore and its assets pursuant to
Section 5.3 of the Participation Agreement. Likewise, the Manager's authority
shall be limited in the same manner as the authority of the Operator is
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limited in Section 5.4 of the Participation Agreement and elsewhere in the
Participation Agreement.
7.3 Standard of Care: Liability. Manager shall discharge its duties as a
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manager in good faith, with the care an ordinarily prudent person in a like
position would exercise under similar circumstances, and in a manner it
reasonably believes to be in the best interests of the Company. Manager shall
not be liable for any monetary damages to the Company for any breach of such
duties except for receipt of a financial benefit to which Manager is not
entitled; voting for or assenting to a distribution to Members in violation of
this Operating Agreement or the Act; or a knowing violation of the law.
7.4 Other Activities of Members. Except as similar activities would have
----------------------------
been prohibited for parties or members under the terms and provisions of the
Participation Agreement, any Member or Manager may, without notice to or consent
from any other Member, engage and invest in other business ventures or
properties of any nature, including, without limitation, all aspects of the
hydrocarbon and mineral business, and the pipeline transportation and marketing
business, whether or not competitive with the business of the Company. No Member
or Manager shall, by virtue of the Articles or this Operating Agreement, have
any right or interest in the other Member's or Manager's ventures or
investments, or in the income and profits therefrom.
7.5 Tax Matters Member. The Members shall designate one of their number as
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the tax matters member of the Company pursuant to (s)6231 (a)(7) of the Code.
Any Member designated as tax matter shall take suchaction as may be nececssary
to cause each other Members to become a noticememmber within the meaning of
(s)6223 of Code. Any Member who is designated tax matter member may not take any
action contemplated by (s)(s)6222 through 6232 of the Code without the consent
of the Manager, if any. Until changed by the Company, the tax matters member is
West Shore.
ARTICLE VIII
EXCULPATION OF LIABILITY; INDEMNIFICATION
-----------------------------------------
8.1 Exculpation of Liability. Unless other,vise provided by law or
-------------------------
expressly assumed, a person who is a Member or Manager, or both, shall not be
liable for the acts, debts or liabilities of the Company.
8.2 Indemnification. It is intended that all matters of indemnification
----------------
and allocation of liabilities and obligations among MEC, MarkWest and the
Company shall be treated in the same manner as prescribed under Sections 19.2
through 19.6 of the Participation Agreement and in the same manner such matters
would have been treated had the applicable liabilities and obligations related
to that portion of the Assets (as defined in the Participation Agreement) other
than membership interests in the Company (i.e. Basin Pipeline L.L.C.). The
provisions of Section 19.2(a) of the Participation Agreement regarding
indemnification and holding harmless of West Shore and MarkWest by MEC shall
apply to the cumulative Obligations (as defined in the Participation Agreement)
of the type covered by Section 19.2(a) of both the Company as well as West Shore
and shall apply to indemnification and holding harmless of the Company as welt
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as West Shore. The provisions of Section 19.2(b) of the Participation Agreement
allocating "Environmental Obligations" (as defined in the Participation
Agreement) of "the Company" (i.e. West Shore) among MEC and MarkWest are
intended to and shall hereafter apply to the cumulative Environment Obligations
of both West Shore and the Company. The provisions of Sections 19.2(b)(iv)(B)
and(C) shall likewise apply in such a manner that MEC's option to purchase the
membership interests of Mark West in West Shore shall also include the right of
MEC to purchase Mark West's membership interest in the Company for no additional
consideration.
ARTICLE IX
DISSOLUTION AND WINDING UP
--------------------------
9.1 Dissolution. The Company shall dissolve and its affairs shall be
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wound up on the first to occur of the following events: (a) at any time
specified in the Articles or this Operating Agreement; (b) upon the happening of
any event specified in the Articles or this Operating Agreement; (c) by the
unanimous consent of all of the Members; or (d) upon the expulsion, withdrawal,
bankruptcy, or dissolution of a Member.
9.2 Winding Up and Liquidation. Upon dissolution of the Company, the
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Company's affairs shall be wound up in the same manner as and consistent with
that set out in Section 21.3 of the Participation Agreement.
ARTICLE X
MISCELLANEOUS PROVISIONS
------------------------
10.1 Terms. Nouns and pronouns will be deemed to refer to the masculine,
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feminine, neuter, singular and plural, as the identity of the person or persons,
firm or corporation may in the context require.
10.2 Article Headings. The Article headings contained in this Operating
-----------------
Agreement has been inserted only as a matter of convenience and for reference,
and in no way shall be construed to define, limit or describe the scope or
intent of any provision of this Operating Agreement.
10.3 Counterparts. This Operating Agreement may be executed in several
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counterparts, each of which will be deemed an original but all of which will
constitute one and the same.
10.4 Severability. The invalidity or unenforceability of any particular
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provision of this Operating Agreement shall not affect the other provisions
hereof, and this Operating Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were ommitted.
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10.7 Binding Effect. Subject to the provisions of this Operating Agreement
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relating to transferability, this Operating Agreement will be binding upon and
shall inure to the benefit of the parties, and their distributees, heirs,
successors and assings.
10.8 Governing Law. This Operating Agreement is being executed and
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delivered in the State of Michigan and shall be government by, construed and
enforced in accordance with the laws of the State of Michigan.
IN WITNESS WHEREOF, The parties hereto make and execute this Operating
Agreement on the dates set forth, to be effective on the date first above
written.
THE COMPANY:
Date: May 2 1996
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BASIN PIPELINE L.L.C
By West Shores Processing Company, LLC, its manager, By Mark West Michigan, LLC,
its opertor,
By Mark West Hydrocarbon Partners, Ltd., its manager, Mark West Hydrocarbon,
Inc., its general manager
By: /s/ Arthur J. Denney
Name: Arthur J. Denney
Title: Vice President
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MEMBERS:
Date: May 2 1996
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WEST SHORES PROCESSING COMPANY, LLC By Mark West Michigan, LLC, its operator,
By Mark West Hydrocarbon Partners, Ltd., its manager, by Mark West Hydrocarbon,
Inc., its general manager
BY: /s/ Arthur J. Denney
Name: Arthur J. Denney
Title: Vice President
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Date: May 2 1996
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MARKWEST MICHIGAN, LLC,
By Mark West Hydrocarbon Partners, Ltd., its manager,
By Mark West Hydrocarbon, Inc., its general partner
By: /s/ Arthur J. Denney
Name: Arthur J. Denney
----------------
Title:Vice President
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-8-
MICHIGAN ENERGY COMPANY, L.L.C.
Date: May 2, 1996
BY: /s/ Michael V. Ronca
Michael V. Ronca, Manager
BY: /s/ Robert L. Zorich
Robert L. Zorich, Manager
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Member
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West Shore Processing Company, LLC
MarkWest Michigan, LLC
Michigan Energy Company, L.L.C.
TOTAL
EXHIBIT A
Capital $98.0O $1.20 $ .80
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$100.00
Sharing Ratio 98.0%
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1.2% 0.8%
100.00%
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/2/96 | | | | | | | None on these Dates |
| | 5/2/96 | | 1 | | 9 |
| | 12/1/93 | | 1 |
| | 10/27/93 | | 1 |
| | 6/16/93 | | 1 |
| List all Filings |
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