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
MODIFICATION AGREEMENT
This Modification Agreement (this "Agreement") dated as of July 31, 1996,
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is by and among MARKWEST HYDROCARBON PARTNERS, LTD., a Colorado limited
partnership ("Borrower"), MARKWEST HYDROCARBON, INC., a Delaware corporation
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(the "Company"), NORWEST BANK COLORADO, NATIONAL ASSOCIATION (successor to
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Norwest Bank Denver, National Association), a national banking association,
("Norwest"), FIRST AMERICAN NATIONAL BANK, a national banking association
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("First American"), and N M ROTHSCHILD AND SONS LIMITED, a company organized and
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existing under the laws of England ("Rothschild") (Norwest, First American and
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Rothschild are referred to individually as a "Lender" and collectively as the
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"Lenders"), and NORWEST, AS AGENT FOR THE LENDERS (in such capacity, the
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"Agent").
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RECITALS
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A. Borrower, Agent and Lenders are parties to (i) that certain Loan
Agreement dated as of November 20, 1992, as amended by a First Amendment to Loan
Agreement dated as of September 14, 1993, a Second Amendment to Loan Agreement
dated as of March 23, 1994, a Third Amendment to Loan Agreement dated as of
September 8, 1995, and a Fourth Amendment to Loan Agreement dated as of May 31,
1996 (as amended, the "Revolver/Term Loan Agreement"), and (ii) that certain
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Working Capital Loan Agreement dated as of November 20, 1992, as amended by a
First Amendment to Working Capital Loan Agreement dated as of March 23, 1994, a
Second Amendment to Working Capital Loan Agreement dated as of September 8,
1995, and a Third Amendment to Working Capital Loan Agreement dated as of May
31, 1996 (as amended, the "Working Capital Loan Agreement") (the Revolver/Term
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Loan Agreement and the Working Capital Loan Agreement are referred to herein
collectively as the "Loan Agreements"). Unless otherwise defined herein,
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capitalized terms used herein shall have the meaning assigned to them in the
Loan Agreements.
B. Borrower and related entities propose to carry out a reorganization
and initial public offering pursuant to which Borrower will be dissolved and all
of the assets and liabilities of Borrower will be assigned to and assumed by the
Company. Such reorganization and public offering (collectively, the
"Reorganization") are more fully described in its Registration Statement, Form
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S-1, to be filed by the Company with the Securities and Exchange Commission (the
"Registration Statement").
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C. The consent of the Lenders and Agent is required under the terms of
the Loan Agreements in order for Borrower and the Company to carry out the
Reorganization, and the parties accordingly desire to set forth their agreement
concerning the terms on which Agent and the Lenders grant such consent.
AGREEMENT
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NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Borrower, the Company, Agent, and
each of the Lenders hereby agree as follows:
1. Consent to Reorganization. The Lenders and Agent hereby consent to
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the transactions included in the Reorganization as described in the Registration
Statement, including without limitation the $10,000,000 partial distribution of
partnership capital by Borrower (the "Partnership Distribution") which will be
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funded by an advance under the Revolver/Term Loan Agreement, subject to
satisfaction of the conditions set forth in Section 4 below.
2. Status of Reorganization. Prior to the consummation of the
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Reorganization, the Company shall keep Agent and the Lenders fully informed as
to any material changes either to the Registration Statement or to the
transactions and events to be carried out in connection with the Reorganization.
3. Amended Loan Documents. Subject to satisfaction of the conditions of
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Agent and the Lenders set forth in Section 4, contemporaneously with
consummation of the Reorganization Agent, the Lenders and the Company shall
execute the following amended loan documents to reflect the assignment and
assumption by the Company of Borrower's obligations pursuant to the
Reorganization:
a. Amended and restated loan agreements which shall contain the
current terms and conditions set forth in the Loan Agreements, modified as
appropriate to reflect the Reorganization, and which shall contain such other
terms and conditions as the Lenders shall deem reasonably appropriate in good
faith.
b. Amendments to the existing Security Documents and continuation
statements for existing financing statements as necessary and appropriate in the
Lenders' sole discretion to preserve the validity and priority of the liens and
security interests currently held by Agent and the Lenders pursuant to the
existing Security Documents; and
c. Replacement Notes and any other documents deemed necessary or
advisable by the Lenders in their sole discretion in order to properly document
the assignment and assumption by the Company of Borrower's obligations under the
Loan Agreements pursuant to the Reorganization.
4. Conditions to Consent. The consent of the Lenders and Agent set forth
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in Section 1 above and the other obligations of the Lenders and Agent pursuant
to this Agreement are subject to satisfaction of the following conditions:
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a. In addition to the Assignment and Assumption Agreement executed by
the Company in connection with the Reorganization, the Company shall have
executed a separate Assumption Agreement containing an express assumption by the
Company of Borrower's obligations under, and a specific description acceptable
to the Lenders of, the Loan Agreements, the Security Documents and all other
agreements executed in connection therewith;
b. Prior to and at the consummation of the Reorganization the Company
shall not have granted, and there shall not exist against the Company or its
assets any judgment, lien, encumbrance, burden or claim of any kind that would
attach to the assets of Borrower to be assigned to the Company in connection
with the Reorganization except liens and encumbrances existing as a result of
the Loan Agreements;
c. Prior to consummation of the Reorganization, the Company shall
have executed and delivered to Agent UCC financing statements (the "Company
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Financing Statements") covering all of the assets of Borrower that are to be
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assigned to the Company and that are covered by financing statements executed by
Borrower in connection with the Loan Agreements, and the Company Financing
Statements shall have been properly filed in all appropriate jurisdictions
designated by Agent;
d. Agent shall be satisfied in its sole discretion and shall have
received an opinion of counsel for the Company that upon consummation of the
Reorganization the Lenders will have a perfected first priority lien and
security interest in the assets assigned to the Company by Borrower;
e. Prior to consummation of the Reorganization, the Company shall
have obtained all necessary consents, permissions and approvals by third parties
or governmental authorities in connection with the transfer of the assets of
Borrower to the Company and the transfer of all governmental permits and
licenses held by Borrower in connection with the operation of its business, and
the Company shall have obtained all necessary waivers of preferential and
similar rights of third parties to purchase any portion of such assets;
f. No event or other circumstance shall have occurred or exist that
would cause the financial condition of the Company upon consummation of the
Reorganization to be materially and adversely different from the pro forma
financial statements for the Company set forth in the Registration Statement;
g. Except for the Partnership Distribution and the other elements of
the Reorganization that would violate the terms of the Loan Agreements but for
the consent set forth in Section 1 above, no Event of Default or Unmatured Event
of
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Default under the Loan Agreements shall have occurred or be continuing, all
representations and warranties contained in Section 7 of the Revolver/Term Loan
Agreement shall be true in all material respects (except those affected by the
occurrence of the Reorganization), and Borrower and the Company shall have
satisfied in all material respects their covenants and obligations under this
Agreement;
h. Borrower shall have obtained and delivered to Agent all releases
and termination statements necessary to release or terminate of record all
security instruments and financing statements executed in connection with the
RIMCO Loan;
i. No order shall have been entered by any court or governmental
agency having jurisdiction over the parties or the subject matter of this
Agreement that restrains or prohibits the Reorganization or the other
transactions contemplated by this Agreement and which remains in effect at the
time of the Reorganization and the other transactions contemplated hereby;
j. Lenders shall have received an opinion of Dorsey & Whitney, LLP,
counsel for the Company, addressed to Lenders and Agent, in form and substance
satisfactory to Agent, concerning the legal issues set forth in paragraphs 1
through 7 of the Borrower's counsel opinion attached as Exhibit E to the
Revolver/Term Loan Agreement, modified as appropriate to cover the
Reorganization and the transactions contemplated by this Agreement;
k. The amended loan documents referenced in Section 3 shall have been
executed and delivered by the Company, Agent and the Lenders; and
l. Prior to making the $10,000,000 advance under the Revolver/Term
Loan Agreement (the "Distribution Advance") that will be used to fund the
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Partnership Distribution, (i) the Lenders shall have received from the Borrower
and the Company all information requested by the Lenders concerning the status
of the Company's public offering, (ii) the Lenders shall be satisfied in their
sole discretion that net proceeds from the Company's public offering will be
sufficient to repay the Distribution Advance promptly upon completion of the
Reorganization, and (iii) the Lenders shall be satisfied in their sole
discretion that there has been no material adverse change from the financial
condition of the Borrower on the date of this Agreement to the anticipated
financial condition of the Company upon completion of the Reorganization.
5. Repayment of Distribution Advance. If the Distribution Advance and
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the Partnership Distribution occur as described in the Registration Statement
and thereafter for any reason the Reorganization does not occur (so that the
assets of Borrower are not transferred to the Company and Borrower's obligations
under the
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Loan Agreements are not assumed by the Company), then in such event the consent
and all waivers given by Lenders hereunder as to the Loan Agreements and the
Partnership Distribution shall be deemed revoked, and Borrower shall repay the
Distribution Advance within 30 days after the date the Partnership Distribution
is made.
6. Counterparts. This Agreement may be executed in one or more
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counterparts, with each party signing on different counterparts, each of which
shall be deemed an original, and all of which together shall constitute but one
and the same instrument. Delivery of an executed counterpart of this Agreement
by telecopy shall be equally effective as delivery of a manually executed
counterpart of this Agreement, but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability and binding effect of
this Agreement.
EXECUTED as of the date first above written.
BORROWER:
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MARKWEST HYDROCARBON PARTNERS, LTD.,
a Colorado limited partnership
By: MWHC HOLDING, INC., its General Partner
By: /s/ Brian T. O'Neill By: /s/ Rita E. Harvey
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Brian T. O'Neill, Sr. Vice President Rita E. Harvey, Treasurer
THE COMPANY:
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MARKWEST HYDROCARBON, INC.,
a Delaware corporation
By: /s/ Brian T. O'Neill By: /s/ Rita E. Harvey
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Brian T. O'Neill, Sr. Vice President Rita E. Harvey, Treasurer
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LENDERS:
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NORWEST BANK COLORADO, NATIONAL
ASSOCIATION (successor to Norwest Bank Denver,
National Association), a national banking association
By: /s/ Thomas M. Foncannon
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Thomas M. Foncannon
Vice President
FIRST AMERICAN NATIONAL BANK,
a national banking association
By: /s/ Mariah G. Lundberg
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Mariah G. Lundberg
Assistant Vice President
N M ROTHSCHILD AND SONS LIMITED,
a company organized and existing under
the laws of England
By: /s/ Andrew Wright By: /s/ Kelvin Russell
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Name: Andrew Wright Name: Kelvin Russell
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Title: Assistant Director Title: Assistant Director
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AGENT:
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NORWEST BANK COLORADO, NATIONAL
ASSOCIATION (successor to Norwest Bank Denver,
National Association), a national banking association
By: /s/ Thomas M. Foncannon
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Thomas M. Foncannon
Vice President
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Dates Referenced Herein
| Referenced-On Page |
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 8/2/96 | | | | | | | None on these Dates |
| | 7/31/96 | | 1 |
| | 5/31/96 | | 1 |
| | 9/8/95 | | 1 |
| | 3/23/94 | | 1 |
| | 9/14/93 | | 1 |
| | 11/20/92 | | 1 |
| List all Filings |
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