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
EX-10.19 — Agreement to Design and Construct New Facilities
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AGREEMENT TO DESIGN AND CONSTRUCT NEW FACILITIES
This AGREEMENT, made this 15th day of March 1995, between COLUMBIA GAS
TRANSMISSION CORPORATION ("Columbia"), and MARKWEST HYDROCARBON PARTNERS, LTD.
("Processor").
WHEREAS, Columbia and Processor will enter into a series of Agreements
whereby Processor will: (1) design and construct processing facilities which
will allow Processor to remove certain hydrocarbons from natural gas being
shipped on Columbia's pipeline system: (2) demolish certain facilities now in
existence on Columbia's real property; and, (3) ultimately purchase a portion of
Columbia's real property.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Purchase and Demolition Agreement - Construction
Premises, Purchase and Demolition Agreement - Remaining Premises and Processing
Agreement of even date herewith to be executed simultaneously herewith, the
receipt and sufficiency of which is hereby acknowledged. Columbia and Processor
agree as set forth below:
ARTICLE I. EXTENT OF CONTRACT
Processor agrees to furnish the engineering, design, procurement,
fabrication, erection, commissioning, start-up services, equipment, materials,
machinery, labor and any other items or services required for the construction,
installation, start-up and operation of a natural gas liquids extraction
facility ("Plant") on such portion of Columbia's 9.8 acre tract of land situate
adjacent
to Columbia's Kenova Compressor Station, in Ceredo District, Wayne County, West
Virginia, as is necessary to afford Processor ample area to construct the Plant
("Construction Premises"). Processor agrees to furnish acceptable industry
practices, business administration and superintendence, and to otherwise
complete the Plant in accordance with the terms of this Agreement and to meet
the specifications in the Processing Agreement. Time is of the essence for the
performance of this Agreement. The design, construction and start-up of the
Plant must be completed, subject to the force majeure provisions contained
herein in Article VIII, within 45 weeks following receipt of the later of all
requisite FERC and any necessary Bankruptcy Court approvals and local, state or
federal permits and completion of any environmental remediation agreed to by the
parties, with 14 consecutive calendar day maximum downtime of the Kenova
Extraction Plant allowable for the Commissioning Process of the Plant as set
forth herein.
ARTICLE II. RESPONSIBILITIES OF PROCESSOR
2.1 (a) Processor shall be responsible for furnishing the design of the
Plant.
(b) Processor shall be responsible for providing all utility
services, except natural gas, necessary for the operation of the Plant,
including but not limited to electrical service and any necessary water supply.
(c) Both the Plant inlet gas and residue gas piping shall contain an
electrical insulation flange at the points Columbia delivers to and receives gas
from Processor, capable of withstanding the design pressure of the Plant.
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The Plant shall have a corrosion protection system electrically isolated from
Columbia's Kenova Compressor Station and any other facilities owned by Columbia.
including without limitation, the remaining dehydration facilities of the Kenova
Plant.
(d) The Plant shall meet all applicable federal, state, local and
industry rules regulations, codes, standards, laws and ordinances. The Plant
shall meet legally required emissions limits for noise and pollutants (air,
water and any other), and shall meet all applicable federal, state and local
environmental regulations governing the use and disposal of hazardous wastes,
hazardous substances, pollutants and contaminants as they may be defined by the
various federal, state and local environmental laws and regulations.
2.2 Prior to the construction of the Plant, Processor shall dismantle,
demolish, remove and dispose of such portion of the existing Kenova Plant
located on the Construction Premises which is necessary to provide ample area to
construct the Plant and which is not necessary for the continued operation of
the existing Kenova Plant. Prior to Processor beginning dismantlement,
demolition, removal and disposal of the Operations Building which houses the
Laboratory, Workshop, Warehouse, Boiler and Air Compressor Room, Locker/Wash
Room Facility and Assembly Room, Processor shall be responsible for providing
temporary facilities which will perform the function of the Operations Building
to the extent required for the safe operation of the Kenova Plant.
3
2.3 In conducting its activities hereunder, Processor shall (i) comply
with any and all applicable local, state and/or federal laws, regulations,
orders and agreements, including, but not limited to, those laws, regulations,
orders and agreements directed at protecting the environment, (ii) obtain, from
the governmental authorities having jurisdiction over the premises, such permits
and approvals as may be required to lawfully conduct Processor's activities,
including, without limitation, all permits and approvals required under local,
state and/or federal environmental laws and regulations, and (iii) timely
provide the governmental authorities having jurisdiction over the premises with
all notifications required under applicable local, state and/or federal laws,
regulations, orders and agreements.
2.4 (a) Processor shall provide, or cause to be provided, all
construction supervision, inspection, labor, utilities, materials, tools,
construction equipment and other services and items necessary for the completion
of the Plant, together with the procurement and/or fabrication of all equipment,
components and initial Plant charge materials required for the proper
construction, installation and start-up of the Plant.
(b) Processor shall make all necessary tie-ins to the Kenova Plant
during the time which the Kenova Plant is undergoing its annual maintenance or
such time as is mutually agreed to between the parties hereto; provided,
however, should the occurrence of the annual maintenance or other mutually
agreeable times
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be at a time which will delay completion required under Article I, then the
completion date will be correspondingly extended.
(c) Processor agrees to promptly apply for, diligently prosecute and
obtain all requisite permits and approvals from and make all required
notifications to governmental authorities having jurisdiction over the premises
as may be necessary to design, construct, install, start-up and operate the
Plant, including, without limitation, all necessary air permits, water permits
and all other permits required under applicable local, state and federal laws
and regulations.
(d) Processor will give all notices and comply with all applicable
federal, state and local rules, regulations, codes, laws and ordinances, legally
enacted at the date of execution of this Agreement, or thereafter during the
course of the construction, installation, start-up and operation of the Plant.
2.5 (a) Processor shall notify Columbia when the Plant is ready for the
running of a performance test. Processor shall commence that test within seven
(7) consecutive calendar days following the notice and will give Columbia a
further notice five (5) business days prior to the date the test will commence.
The day the test commences shall be the day the Commissioning Process of the
Plant begins
(b) Processor shall have complete responsibility for conducting
performance tests to verify the proper functioning of the Plant, including the
ability of the Plant to accept raw feedstock and perform its specified
functions.
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Columbia shall have a right to attend all tests. Records of the performance
tests shall be submitted by Processor to Columbia regardless of whether Columbia
attends or does not attend the test.
(c) The Plant shall be deemed to have satisfactorily completed the
performance tests when the Plant successfully comes on line from a "cold start",
provides residue gas to the specifications agreed to in the Processing
Agreement, adjusted as mutually agreeable for the available inlet gas
conditions, for a continuous 48 hour period and completes an orderly, automatic
shutdown. After the Plant successfully completes the performance test process,
the Plant shall be deemed to have completed the Commissioning Process and be
ready for Unrestricted Service. Processor and Columbia shall thereafter be
required to comply with the terms of the Processing Agreement.
2.6 Processor covenants and agrees that it will rely solely on (1)
Columbia's obligations under Section 7 of the Purchase and Demolition Agreement
-Construction Premises and (2) its own due-diligence investigation concerning
the environmental condition and fitness of the property and its improvements for
the construction and operation of a natural gas liquids extraction facility and
not upon any representation, warranty or statement of or on behalf of Columbia
by its officers, employees, agents, advisors or representatives.
ARTICLE III. RESPONSIBILITIES OF COLUMBIA
3.1 From and after the date of this Agreement until such time as Columbia
transfers legal title to the Construction Premises to Processor, Columbia has
and
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shall continue to afford to Processor and its representatives, during its normal
business hours, reasonable access to the facilities and any non-privileged
business records, files, maps, existing surveys, if any, describing physical
characteristics, subsurface characteristics, environmental assessments zoning
requirements and utility locations, the legal description of the Kenova Plant
site, equipment data sheets and all other non-privileged records of Columbia
connected with the Kenova Plant. Processor shall have the right to enter upon
the Kenova Plant Premises for purposes of examining and inspecting the Kenova
Plant and Plant site. Any documents provided to Processor hereunder shall be
confidential and Processor shall use its best efforts, to the extent permitted
by law, to preserve the confidentiality of such documents in any dispute with
third parties. Notwithstanding that any information shall be provided in good
faith, Columbia expressly disclaims any warranty as to the accuracy or
reliability of the information provided. Processor acknowledges and agrees that
Columbia in no way controls Processor's interpretation of any information
provided.
3.2 Columbia shall allow Processor to utilize the electrical substation
located on Columbia's property, adjacent to Columbia's Kenova Compressor
Station, to purchase electric power from American Electric Power Company.
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ARTICLE IV. CONTRACTORS AND SUBCONTRACTORS
4.1 All activities and operations performed under the terms and provisions
of this Agreement that Processor does not perform with its own employees and
resources shall be performed by its Contractors or by their Subcontractors.
4.2 A Subcontractor is defined herein as a person or entity who has a
direct contract with Processor's Contractor to engage in the activities and
operations necessary to perform the obligations contained in this Agreement.
4.3 No direct contractual relationship shall exist between Columbia and
Processor's Contractors or Subcontractors for the activities and operations
performed under this Agreement at the Plant. Processor shall be responsible for
the management of Contractors and Subcontractors in the performance of all
activities and operations necessary to perform the obligations contained in this
Agreement.
4.4 Processor accepts no obligations or responsibilities during any phase
of this Agreement to comply with or be bound by any collective bargaining
agreement to which Columbia is a party.
ARTICLE V. INSURANCE
5.1 During the time of construction, installation and start-up, Processor
shall obtain and maintain Builder's Risk Insurance; and further agrees that any
of Processor's Contractors shall indemnify Columbia in accordance with the
indemnity set forth in Article VI.
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5.2 Processor, at all times during the term of this Agreement, shall
provide, at its own cost and expense, insurance of the kinds and in the amounts
necessary, to cover all loss or liability for damages on account of bodily
injury, including death resulting therefrom, and damage to or destruction of
property caused by or arising out of any and all operations carried on or any
and all work performed under this Agreement. At a minimum, Processor shall
provide insurance of the kinds and in the amounts specified in the following
schedule.
(a) Workers' Compensation: Coverage shall include the following:
----------------------
(i) Workers' Compensation - Statutory coverage applicable in each
State where work is to be performed, including coverage for
occupational disease, if and as required.
(ii) Employer's Liability - minimum limit of $1,000,000 per
occurrence. If coverage is obtained from a state fund (Ohio or
West Virginia), Employer's Liability coverage may not be
available. In such cases, Processor will purchase "Stop Gap"
coverage, with minimum limits of $1,000,000 per occurrence,
from a commercial insurer.
(iii) All States Endorsement (or equivalent). If coverage is
obtained from a state fund (Ohio or West Virginia) an All
States endorsement may not be available. In such cases,
Processor will obtain Workers' Compensation insurance in every
state in which operations may be conducted or work may be
performed under the terms of this Agreement.
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(iv) U.S. Longshore and Harbor Workers' Compensation Act coverage,
U.S. Defense Bases Act Coverage, Outer Continental Shelf Land
Act coverage, when applicable: statutory limits.
(v) Jones Act coverage when applicable. Minimum limits required:
$1,000,000 per accident.
(b) Commercial General Liability Or Comprehensive General Liability
---------------------------------------------------------------
Insurance: Policy to include Blanket Contractual and Broad Form Liability
----------
endorsements, or their equivalents, Completed Operations Coverage and, when
applicable, Products Coverage. The Contractual Liability section must
specifically cover Processor's obligations under the indemnity provisions of
this agreement.
Minimum limits required:
BODILY INJURY/PROPERTY DAMAGE: $1,000,000 per occurrence
Combined Single Limit.
PRODUCTS/COMPLETED OPERATIONS: $1,000,000 per occurrence.
Combined Single Limit.
PERSONAL INJURY: $1,000,000 per occurrence.
When coverage obtained in accordance with this paragraph is written on a
"Claims Made" or "Claims First Made:" form, Completed Operations coverage must
10
be specifically endorsed to provide that it will respond to claims made for at
least 24 months after completion of the work.
The Fellow Employee and Explosion, Collapse and Under-ground Exclusions
must be deleted.
(c) Automobile Liability: Coverage shall include all owned, non-owned,
---------------------
leased or hired vehicles.
Minimum Limits required:
BODILY INJURY/PROPERTY DAMAGE - $1,000,000 per occurrence,
Combined Single Limit. Processor warrants that it is in full
compliance with any "No Fault" provision of any state in which it
operates motor vehicles.
(d) Umbrella Liability Insurance: Coverage shall be excess of, and at least
-----------------------------
as broad as, the primary coverages listed in paragraphs a, b and c of this
Section.
Minimum Limits required:
BODILY INJURY/PROPERTY DAMAGE - $10,000,000 per occurrence,
Combined Single Limit.
(e) Aircraft Liability: If any operations require the use of helicopters or
-------------------
fixed wing aircraft, Processor will, in addition to all other insurance coverage
required in this Section, maintain and shall require any Subcontractor utilizing
rotary or fixed wing aircraft to maintain aircraft liability insurance
11
with minimum limits of $10,000,000 per occurrence for bodily injury and property
damage.
(f) Marine Insurance: If any operations are to be conducted on or in
-----------------
navigable waters or on any pier, wharf, or other structure adjoining such
waters, Processor shall, in addition to all other insurance required in this
Section, maintain and shall require any Subcontractor engaged in such operations
to maintain, the following additional coverage, as appropriate:
(i) HULL/PROTECTION & INDEMNITY - coverage to be provided for each
vessel used in any operations conducted under the terms of this
agreement. Minimum limits required:
HULL - Current value of the vessel.
PROTECTION & INDEMNITY - $1,000,000 per vessel per occurrence for
bodily injury and property damage.
(ii) MARINE EMPLOYERS LIABILITY - minimum limits required:
$1,000,000 per accident.
(g) Environmental Impairment Liability (or Equivalent): Policy to
---------------------------------------------------
include coverage for all loss and liability resulting from Processor's
activities.
Minimum Limits required:
BODILY INJURY/PROPERTY DAMAGE - $10,000,000 per occurrence.
Combined Single Limit.
12
Builders Risk Insurance: Policy is to cover the obligations set is Agreement
------------------------
with a $10,000 deductible during construction and $50,000 during testing. All
insurance policies required by this Article will be written by companies
reasonably acceptable to Columbia, will be primary with any insurance maintained
by Columbia, and will be endorsed to provide 0 days advance notification to
Columbia of any cancellation, non-material change in coverage and cancellation
for non-payment of 1 require 30 days advance notice to Columbia. Insurance
policies paragraphs b, c, d, e, f, g and h will name Columbia as an additional
11 insurance policies required by this Article will contain a waiver ion as
against Columbia. Some of the foregoing policies may be d maintained by
Processor's Contractor, which policies shall name d Processor as additional
insureds and provide Waiver of Subrogation h parties.
Processor shall furnish, on behalf of itself and its Contractor, prior
conducting any activity on the Construction Premises, copies of all policies
intended to meet the requirements of this Article. Properly Certificates of
Insurance may be substituted for insurance policies at such Certificates contain
positive statements of compliance with ms of this Agreement which apply to the
type of insurance represented certificate. Insurance Policies whose terms expire
during the term of
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this Agreement will be renewed or replaced with no gaps in coverage, and
evidence of such renewal or replacement will be provided to Columbia under the
same conditions as prescribed above.
ARTICLE VI. INDEMNITY
6.1 Processor shall indemnify and hold harmless Columbia from and against
any and all loss, damage, and liability and from any and all claims for damages
on account of or by reason of bodily injury, including death, which may be
sustained or claimed to be sustained by any person, including the employees of
Processor and of any Contractor or Subcontractor of Processor, and from and
against any and all damages to property, including loss of use and including
property of Columbia, caused by or arising out of or claimed to have been caused
by or to have arisen out of an act or omission of Processor or its agents,
employees or Contractors or Subcontractors in connection with the performance of
this Agreement, whether or not insured against and Processor shall at its own
cost and expense defend any claims, suits, actions, or proceedings, whether
groundless or not, which may be commenced against Columbia by reason thereof or
in connection therewith, and Processor shall pay any and all judgments which may
be recovered in any such actions, claims, proceedings, or suits, and defray any
and all expenses, including costs and attorney's fees, which may be incurred in
or by reason of such actions, claims, proceedings, or suits, including
environmental impairment; provided, however, that the foregoing indemnification
will not cover loss, damage, or liability arising from the sole negligence or
14
wilful misconduct of Columbia, its agents and employees. Notwithstanding the
foregoing, in the event of such actions, claims, proceedings or suits, Columbia
shall be entitled, if it so elects, to representation by attorneys of its own
selection, at Columbia's sole cost, including attorneys employed by Columbia.
The obtaining by Processor of a release or discharge, running to Processor or
Columbia or either or both of them, from a property owner for damages resulting
from any phase of construction shall not diminish nor affect in any way the
rights of Columbia and the obligations of Processor as set forth in this Article
VI. To the extent permitted by law, Processor expressly waives the benefit, for
itself and all Contractors and Subcontractors, insofar as the indemnification of
Columbia is concerned, of the provisions of any applicable workers' compensation
law limiting the tort or other liability of an employer on account of injuries
to the employer's employees.
6.2 Columbia shall indemnify and hold harmless Processor from and against
any and all loss, damage and liability, and from any injury, including death,
which may be sustained or claimed to be sustained by any person, including the
employees of Columbia and of any Contractor or Subcontractor of Columbia and,
from and against, any and all damages to property, including loss of use, and
including property of Processor, caused by or arising out of or claimed to have
been caused by or to have arisen out of the sole negligence of Columbia or its
agents, employees or subcontractors.
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ARTICLE VII. DEFAULT
7.1 An Event of Default shall be deemed to have occurred under this
contract if:
(a) Processor fails to make due and punctual payments of amounts
required to lenders for all loans associated with construction or ownership of
the Plant;
(b) Processor fails to make due and punctual payments of all
premiums necessary to assure the coverages required under the terms and
conditions of this Agreement to the insurance companies responsible for the
respective policies;
(c) the Plant, or any part thereof, shall be taken upon
execution or by other process of law directed against Processor; or
(d) Processor shall fail to perform any of its other covenants,
agreements or terms hereof, and such nonperformance shall continue for a period
of twenty (20) days following notice from Columbia.
7.2 Processor acknowledges and agrees that an Event of Default by
Processor, as defined above, will cause irreparable harm and loss to Columbia
and that, in addition to any other legal or equitable remedy available to
Columbia, such Event of Default shall be the basis for interlocutory equitable
relief against Processor. Such interlocutory equitable relief shall be in a form
which will allow Columbia, or any entity chosen by Columbia, to complete the
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obligations of Processor herein at the sole risk, liability, cost and expense of
Processor.
7.3 Columbia, in the Event of Default by Processor, at its sole
discretion, may satisfy any and all obligations of Processor connected directly
or indirectly with this Agreement, including but not limited to any Event of
Default of Processor under this Agreement. Processor agrees to reimburse
Columbia the amount paid together with (a) attorneys fees and (b) annual
interest at the rate of 15% if this rate is allowed by law, otherwise at the
highest rate allowed by law.
ARTICLE VIII. FORCE MAJEURE
8.1 Neither Processor nor Columbia shall be held responsible for any
losses resulting if the fulfillment of any terms or provisions shall be delayed
or prevented wholly or in part by compliance with any law, order or regulation,
whether valid or invalid, of any governmental authority or of any person
purporting to act therefor or by any act or condition not within the reasonable
control of the party whose performance is interfered with and which by the
exercise of reasonable diligence said party is unable to prevent, including but
not limited to revolutions or other disorders, wars, acts of enemies, embargoes
or other import or export restrictions, strikes, lockouts or other industrial
disturbances, fires, storms, floods, acts of God or explosions. The settlement
of strikes or lockouts shall be entirely within the discretion of the party
having the difficulty and such party shall not be required to make settlement of
17
strikes or lockouts by acceding to the demands of the opposing party when such
course is inadvisable in the discretion of the party having the difficulty. If
either party is unable to fulfill the terms and conditions of this Agreement by
reason of any such cause as provided in this Article, the party rendered unable
to perform hereunder shall give the other party notice in writing as soon as
reasonably possible after the occurrence of the cause relied on, setting forth
the full particulars in connection therewith, and that parties' obligations
shall be suspended during the continuance of any inability so caused but for no
longer period, and such cause, so far as possible, shall be remedied with all
reasonable dispatch. This Agreement shall not be terminated by reason of any
such cause set out above but shall remain in full force and effect.
ARTICLE IX. MISCELLANEOUS
9.1 The waiver by either party of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent
term, covenant or condition, whether similar or dissimilar to the term,
covenant, or condition which was waived.
9.2 Notices required or permitted hereunder shall be made to the parties
at the following addresses:
Columbia Gas Transmission Corporation P.O. Box 1273
Charleston, WV 25325-1273 Attention of Vice President,
Volume Management
18
MarkWest Hydrocarbon Partners, Ltd. 5613 DTC Parkway, Suite 400
Englewood, CO 80111 Attention of Vice President,
Finance
9.3 Processor agrees that Columbia or its Agents, at all reasonable times,
shall have the right to examine or audit the books, accounts and records of
Processor to verify compliance with the terms and conditions of this Agreement.
9.4 This Agreement shall be governed in accordance with the laws of the
State of West Virginia.
9.5 If any sections or provisions of this Agreement shall be held by any
court of competent jurisdiction to be illegal, void or unenforceable, such
sections or provisions shall survive to the extent enforceable and allowed by
law, but the illegality or unenforceability of such sections or provisions shall
have no effect upon and shall not impair the enforceability of any other
Articles or provisions of this Agreement.
9.6 With the exception of the obligations contained in the indemnity
provisions herein, this Agreement terminates 180 days after the obligations of
Processor as defined in Paragraph 2.4(c) are completed.
ARTICLE X. INDEPENDENT CONTRACTOR
It is mutually agreed that in the performance of any and all actions
necessary to perform the duties under the terms and conditions of this
Agreement, Processor is an independent contractor, and nothing in this Contract
shall be
19
construed as creating the relationship of principal and agent, or employer or
employee, between Columbia and/or Processor or Processor's agents or employees.
Processor shall have no authority to hire any persons on behalf of Columbia, and
any and all persons whom it may employ shall be deemed to be solely the
employees of Processor. Processor shall have control and management of the work,
the selection of employees and the fixing of their hours of labor, and no right
is reserved to Columbia to direct or control the manner in which the work is
performed, as distinguished from the result to be accomplished. Nothing herein
contained shall be construed to authorize Processor to incur any debt, liability
or obligation of any nature for or on behalf of Columbia, or for Processor to
cause any lien or other encumbrance to be placed on Columbia's property, and
Processor shall immediately remove, and indemnify Columbia against, all costs
incurred in connection with, any such debt, liability, obligation, lien or other
encumbrance, if any arises in contravention hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year last above written.
COLUMBIA GAS TRANSMISSION CORPORATION
By: /s/ Peter J. Kinsella
Peter J. Kinsella
Title: Vice President, Volume Management
MARKWEST HYDROCARBON PARTNERS, LTD. By
MarkWest Hydrocarbon, Inc., its
general partner
By: Patrick W. Murray
Vice President - Finance
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