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-10.16 — Natural Gas Liquids Purchase Agreement
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NATURAL GAS LIQUIDS PURCHASE AGREEMENT
(COBB PLANT)
THIS AGREEMENT made and entered into this______ day of ____________
1995, by and between COLUMBIA GAS TRANSMISSION CORPORATION, herein called
"Columbia", and MARKWEST HYDROCARBON PARTNERS, LTD. herein called "MarkWest".
RECITALS:
A. Columbia desires to deliver all liquid hydrocarbons extracted from
natural gas at Columbia's Cobb Gas Processing Plant.
B. MarkWest desires to receive all of those liquid hydrocarbons in
accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Commitment. (a) MarkWest agrees to receive One Hundred Percent
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(100%) of the natural gas liquids produced from Columbia's Cobb Plant (the
"Plant"). In conjunction therewith, MarkWest agrees that it shall receive and
remove the liquids recovered by Columbia at that Plant on a daily basis, to the
extent that the recovery of those natural gas liquids requires daily removal.
(b) Subject to the limitations hereinafter set forth, Columbia
agrees to use its best efforts to avoid taking any action not compelled by law
or regulation which will reduce the volume of natural gas being supplied to the
Plant or reduce the recovery of natural gas liquids at the Plant, or divert
elsewhere the stream of natural gas that would otherwise flow through and be
processed by the Plant. MarkWest and Columbia agree that the streams of natural
gas are primarily part of Columbia's current natural gas supply for service to
the public and Columbia's use of said natural gas streams to meet its public
service obligation at the lowest reasonable cost shall be paramount. Columbia
shall have the right to manage its gas supply, including the subject natural gas
streams, in the manner in which Columbia, in its sole discretion, deems most
appropriate to meet its said public service obligation at the lowest reasonable
cost without any liability to MarkWest on account thereof. That right shall
specifically include, but not be limited to, the right to curtail, interrupt, or
divert the natural gas streams for such periods as Columbia, in its sole
judgment, deems necessary.
(c) Columbia further commits to MarkWest a right of first refusal to
purchase natural gas liquids produced from other extraction plants, owned or
operated by Columbia, which produced natural gas liquids which were delivered to
MarkWest's Siloam Fractionation Plant at any time during the one (1) year period
preceding that date of this Agreement. In the event that Columbia
has any of those natural gas liquids available for sale, during the term of this
Agreement, it shall so notify MarkWest. That notification shall include all of
the relevant terms and conditions of any bona fide offer made by a third party
to purchase those natural gas liquids. MarkWest shall have ten (10) days
following receipt of that notice in which to notify Columbia whether it will
elect to purchase those natural gas liquids on the same terms and conditions as
those contained in the offer. Should MarkWest fail to respond within that ten
(10) day period, it shall be deemed to have elected not to purchase the natural
gas liquids; and, in the event that MarkWest elects, or is deemed to elect, not
to purchase those natural gas liquids, Columbia shall be free to sell such
liquids to any other party on terms and conditions as specified in the bona fide
offer contained in Columbia's notice. Should MarkWest elect to purchase the
natural gas liquids, the parties shall execute an agreement containing the terms
and conditions, as specified in Columbia's notice, within a reasonable period of
time. Should Columbia have natural gas liquids available for sale from those
extraction plants for which no bona fide offer has been made by any other party,
then it shall notify MarkWest and the parties shall attempt to negotiate the
terms upon which MarkWest shall purchase the natural gas liquids. In the event
the parties are unable to agree upon such terms and conditions, within ten (10)
days following Columbia's notice, Columbia may offer to sell those natural gas
liquids to other parties; provided, however, that if another party offers to
purchase the natural gas liquids on terms less favorable to Columbia than
MarkWest's most recent offer and Columbia is willing to agree to such terms,
then Columbia shall notify MarkWest of such offer and MarkWest shall have ten
(10) days following receipt of that notice in which to notify Columbia whether
or not it will elect to purchases those natural gas liquids on the same terms
and conditions as those contained in the bona fide offer described in Columbia's
notice.
2. Delivery Point of Natural Gas Liquids. (a) MarkWest shall receive
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delivery of natural gas liquids under this Agreement at the tailgate of the
Plant. Delivery of those natural gas liquids shall be into facilities
furnished by MarkWest. Columbia agrees to provide MarkWest the use of adequate
space at the Plant site for MarkWest to install and operate, at its expense,
truck loading facilities for the natural gas liquids produced at the Plant.
MarkWest shall be solely responsible for any expenses incurred in removing and
transporting the natural gas liquids from the Delivery Points. Upon termination
of this Agreement, Columbia shall have the option to purchase the storage and
truck loading facilities installed by MarkWest at the Plant at their installed
cost, less accumulated depreciation of no less than 10% per annum.
(b) Title to the natural gas liquids and all components thereof shall
pass from Columbia to MarkWest at the Delivery Points. As between the parties,
Columbia shall be solely responsible for the natural gas liquids and all damages
arising out
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of their extraction and handling up to the Delivery Point, and MarkWest shall be
solely responsible for those liquids, and the handling thereof, from and after
the Delivery Point.
(c) The Delivery Points for any liquids purchased under Paragraph 1
(c), above, shall be specified in the respective agreement entered into between
Columbia and MarkWest.
3. Term. This Agreement shall be effective upon the date hereof and shall
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continue in force through December 31, 2010 ("Primary Term"). Thereafter,
this Agreement shall continue for successive periods of two (2) years each,
until either party gives notice of termination to the other party at least one
(1) year prior to the end of the Primary Term period, or one (1) year prior to
the end of each succeeding 2-year period.
4. Reimbursement by MarkWest. (a) MarkWest shall make Columbia whole by
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reimbursing Columbia for the BTU equivalent of all natural gas liquids
delivered to MarkWest from the natural gas stream delivered to the Plant and the
fuel consumed by Columbia in operating the Plant. Reimbursement shall consist of
a quantity of BTU's in the form of natural gas conforming to Columbia's FERC Gas
Tariff effective at the time of reimbursement delivery.
(b) For purposes of calculating BTU's received by MarkWest
hereunder, attributable to natural gas liquids, each of the natural gas liquid
products shall be deemed to have a gross heating value as reported in the latest
edition of the Gas Processors Suppliers Association's Engineering Data book, as
revised from time to time, or any other industry standard which is mutually
agreed upon by Columbia and MarkWest. The most recent edition of the Gas
Processors Suppliers Association Engineering Data Book reports the gross heating
values of the natural gas liquid products as follows:
GROSS HEATING VALUE OF NATURAL GAS LIQUIDS
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[Download Table]
Product BTU per Gallon
Ethane 65,727
Propane 90,823
Iso-butane 98,913
Normal butane 102,909
Isopentane 108,754
Normal pentane 110,080
Hexanes + 115,064
(c) With respect to ethane, unless otherwise mutually agreed,
MarkWest shall only be obligated to compensate Columbia for liquids received
from Columbia hereunder, representing ethane, up to a maximum of Two Percent
(2%) of the natural gas liquids delivered by Columbia. Should the natural gas
liquids delivered hereunder
contain in excess of 2% ethane, then MarkWest, at its opinion, shall
have
the right to receive those excess ethane liquids without any additional
reimbursement, or MarkWest may, at is option, refuse to receive deliveries of
those natural gas liquids.
(d) MarkWest shall reimburse Columbia for actual fuel incurred in
operating the Plant up to a maximum of eleven percent (11%) of the BTU's
received by MarkWest in the form of natural gas liquids. Columbia shall, each
month, provide MarkWest with documentation substantiating the fuel use at the
Plant during the immediately preceding month. In the event such documentation
establishes fuel usage, up to the 11% maximum, different than the amount for
which MarkWest reimbursed Columbia, during the preceding month, then current
month's fuel reimbursement shall be readjusted accordingly. MarkWest shall
reimburse Columbia for all fuel incurred in operating the Plant during those
periods when, at MarkWest's request, the Plant is extracting reduced levels of
gas liquids.
5. Delivery of Natural Gas. (a) The BTU reimbursement in the form of
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natural gas, as required in this Agreement, shall be delivered by MarkWest to
Columbia at any or all of the receipt points into Columbia Gas Transmission
Corporation's Pipeline System located in the States of Ohio, West Virginia,
Virginia, Maryland, Pennsylvania, New Jersey, Delaware, North Carolina, New York
and Kentucky. The receipt of natural gas at any receipt point shall be subject
to physical capability of Columbia to receive the natural gas and shall not
preclude Columbia from ceasing to receive natural gas from time to time at any
receipt points due to temporary changes in facility operations or relocations,
or ceasing to receive natural gas at any receipt point due to abandonments,
either by sale or retirement, or other permanent changes in physical capability
of its pipeline facilities used to receive the natural gas.
(b) Measurement of the gas delivered at the receipt points hereunder
shall be computed based upon existing meters and calorimeters located at those
points and owned and operated by either Columbia or the pipeline company
interconnecting with Columbia at those locations. For determining the amounts of
natural gas delivered at those receipt points, all volumes shall be converted to
BTU's based upon the heating value contained in the natural gas at the receipt
points measured at standard conditions (60 degrees Fahrenheit, 14.696 psia,
gross heating value dry basis).
(c) MarkWest shall be responsible for obtaining all transportation
arrangements required to deliver the natural gas to the receipt points, and
shall be responsible for all transportation costs incurred in delivering the gas
to the receipt points.
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(d) It is recognized that due to operating conditions, the BTU's of
liquids received by MarkWest and the BTU's of natural gas to be delivered to
Columbia may not be in balance in any one particular month. The parties shall
use their best efforts to keep such variances to a minimum, and following
receipt of monthly statements, MarkWest shall adjust deliveries of gas as
promptly as is consistent with its operating conditions in order to balance any
excess or deficiency.
(e) Should MarkWest fail to deliver gas consistent with the
provisions of 5(d), above, then Columbia shall have the right to either (i)
reduce deliveries of natural gas liquids to MarkWest to the extent necessary to
balance the natural gas due Columbia with the natural gas delivered by MarkWest,
or (ii) Columbia shall have the right to demand payment of an amount equal to
the product of the volume of gas which was required and the then current price
for Louisiana Gulf Coast Interstate gas deliveries (as published in Natural Gas
Week, or other mutually agreeable sources), plus cost of transportation which
would otherwise be incurred by MarkWest in delivering that gas to a receipt
point specified in this Agreement.
6. MarkWest Fuel. MarkWest will require natural gas for fuel at its
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Siloam Plant. MarkWest shall, during the term hereof, have the option to acquire
its own required fuel supplies and deliver natural gas representing those fuel
requirements to Columbia, in addition to other natural gas which it is required
to deliver to Columbia hereunder. Columbia shall redeliver any such quantities
(less Columbia's "use and loss" at the percentages specified from time to time
in Columbia's ITS Tariff) at the maximum rate specified in its ITS Tariff, as
such rate may be revised from time to time, to the pipeline which services the
Siloam Fractionation Plant. Provided, if Columbia is generally discounting its
tariff, the rates charged MarkWest will be accordingly discounted during the
period in which the generally available discounts are in effect. MarkWest shall
be responsible for all transportation costs incurred in having that natural gas
delivered from the outlet of Columbia's facilities to the Siloam Plant. Columbia
will transport such gas in accordance with Part 284 of the regulations of the
Federal Energy Regulatory Commission.
7. Unprofitability. (a) As used herein, the term "unprofitable" shall
----------------
mean that the revenues derived from the operation of a plant are less than the
direct and overhead expenses incurred in operating that plant.
(b) During the term hereof, should MarkWest determine that the
continued operation of the Siloam Plant is unprofitable, then MarkWest shall
notify Columbia, in writing. Thereafter, the parties shall meet and attempt to
renegotiate the terms of this Agreement, as may be required to return the plant
to a profitable status. In the event that the parties are unable to agree upon
renegotiated terms, within forth-five (45) days following receipt
5
of the notice, then MarkWest, or its successor or assignee, shall continue to
honor all terms of this Agreement from the date for a period not to exceed 12
calendar months during which time Columbia, in order to fulfill its Public
Service Obligation, shall expeditiously replace the Cobb extraction plant with
facilities expressly designed for the maintenance of its gas pipeline
operations.
8. Governmental Authorizations. (a) Columbia and MarkWest believe that
----------------------------
no prior governmental authorizations are required to effectuate this Agreement.
If however, it is later determined that any such authorizations are necessary,
Columbia and MarkWest shall promptly file, or cause to be filed, with Federal
Energy Regulatory Commission, or successor governmental authority, and other
appropriate regulatory bodies, all requisite applications to effectuate this
Agreement. Each party will pursue such applications with due diligence and good
faith; provided, that in attempting to secure governmental authorizations, each
party shall have the right to file and prosecute any such application that is
not contrary to the provisions of this Agreement in such manner as such party
deems to be in its own best interest.
(b) Each party hereto shall submit copies to the other of all
filings and amendments thereto made with the Federal Energy Regulatory
Commission or other regulatory agency that affect the obligations of either
party hereunder and promptly notify the other party of any action taken by such
Commission or agency with respect thereto.
(c) Each party hereto shall accept the governmental authorizations
applied for unless, in either Columbia's or MarkWest's sole opinion, its
respective authorization or the combination of all such authorizations contain,
or are issued subject to, terms and conditions unacceptable to the party.
(d) If all requisite authorizations and/or approvals acceptable to
each party have not been received and accepted and become final and not subject
to appeal on or before one hundred eighty (180) days from the date of its
filing, then at any time thereafter, prior to the acceptance of any such
authorization. Thereafter, either party may terminate and cancel this Agreement
by thirty (30) days prior written notice thereof to the other party. Upon
acceptance or rejection by either party of any authorization or certificate
hereinabove referred to, that party shall promptly notify the other party of
such acceptance or rejection.
9. Billing. On or before the 15th day of each month, Columbia will
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submit a statement to MarkWest indicating the amount of BTU reimbursement due
Columbia hereunder for the preceding month.
6
10. Miscellaneous. (a) This Agreement may be assigned by either party hereto
--------------
with the consent of the other party not to be unreasonably withheld, and shall
be binding upon and shall inure to the benefit of each party's successors and
assigns. Any assignment by Columbia of its Plant, shall be made expressly
subject to the terms of this Agreement. Any assignment by MarkWest of the Siloam
Fractionation Plant shall likewise be made expressly subject to the terms of
this Agreement. Further, no mortgage, pledge, encumbrance or assignment for
security of this Agreement by MarkWest shall be considered an assignment, and
may, therefore, be made without consent.
(b) Any notices required or permitted under this Agreement shall be
made through the U.S. Postal Service, to the following addresses:
MarkWest Hydrocarbon Partners, Ltd.
5613 DTC Parkway, Suite 400
Englewood, CO 80111
Columbia Gas Transmission Corporation
Box 1273
Charleston, WV 25325
(c) This Agreement shall be construed in accordance with the laws of
the State of West Virginia.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year last above written.
ATTEST: COLUMBIA GAS TRANSMISSION CORPORATION
By:
Title:
ATTEST: MARKWEST HYDROCARBON PARTNERS, LTD.
By: MARKWEST HYDROCARBON, INC., its
general partner
By:
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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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| |  |
| | 12/31/10 | | 3 | | | | | None on these Dates |
| Filed on: | | 8/2/96 |
| List all Filings |
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