Exhibit 10.33
Execution
Version
SPECIFIC TERMS IN THIS EXHIBIT
HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS
HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPERATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE
BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
APPROXIMATELY FIVE (5) PAGES HAVE BEEN OMITTED FROM ARTICLE 7
AND FROM EXHIBIT D PURSUANT TO THE CONFIDENTIAL TREATMENT
REQUEST.
NATURAL GAS LIQUIDS TRANSPORTATION,
FRACTIONATION AND MARKETING AGREEMENT
THIS NATURAL GAS LIQUIDS TRANSPORTATION,
FRACTIONATION AND MARKETING AGREEMENT (this “
Agreement ”) is made and entered into this 16th day of
November, 2007, by and between EQUITABLE GATHERING, LLC
(herein referred to as “ Equitable ”), and
MARKWEST ENERGY APPALACHIA, L.L.C. (herein referred to as
“ MEA ”).
RECITALS:
A.
Equitable operates and is acquiring that certain existing gas
processing plant and related facilities together with gas
compression facilities located in the vicinity of Langley,
Kentucky, known as the “ Maytown Plant ”;
and
B.
Equitable is constructing and installing additional gas processing
and gas compression facilities located in the vicinity of Langley,
Kentucky, to operate in conjunction with the Maytown Plant, said
additional facilities referred to herein as the “ Langley
Plant ”;
C.
Equitable desires to deliver to MEA and MEA desires to receive from
Equitable, natural gas liquids recovered at the Plant (as defined
herein), and recovered from other sources, as provided herein, and
the parties desire to have such natural gas liquids transported to
the Siloam Facility (as defined herein), fractionated into
commercial components at the Siloam Facility, and to have such
fractionated components marketed and Sold.
NOW
THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
The
following definitions shall apply for all purposes of this
Agreement unless otherwise indicated:
Accounting
Period . The period commencing at
10:00 a.m., Eastern Time, on the first day of a calendar month
and ending at 10:00 a.m., Eastern Time, on the first day of
the next succeeding month.
Affiliate.
When used with respect to a Person,
means any other Person that directly or indirectly controls, is
controlled by or is under common control with such first Person,
where
control , and its derivatives, means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person (whether
through majority ownership of securities or partnership or other
ownership interests, by contract or otherwise, including, without
limitation, through the ownership of the general partner of any
partnership).
Delivery
Point . **
Effective
Date . The date upon which MEA has transferred
and conveyed the Maytown Plant to Equitable.
Equitable
Group . Equitable Production Company, Equitable
Gathering, LLC, and each current and subsequently created Affiliate
of each of them.
Equitable
Pipeline .
The existing pipeline running from the Plant to the
interconnection, near Ranger, West Virginia, with the MEA Pipeline,
including any replacement of such pipeline.
Fractionated
Products . The component products derived from the
fractionation operations at the Siloam Facility.
Gathering
Area . The area of gas production and
gathering as described in Exhibit B .
MEA
Pipeline . The pipeline to transport natural gas
liquids running from the point commonly referred to as
“Ranger, West Virginia” to the Siloam
Facility.
Net Sales
Price . **
Person or
person .
Any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint stock
company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity, or any
group comprised of two or more of the foregoing.
Plant
Products . Liquid hydrocarbon components (ethane,
propane, iso-butane, normal butane, iso-pentane, normal pentane,
hexanes plus, any other liquid hydrocarbon product, or any mixtures
thereof, and any incidental methane included in any of the
foregoing), which are separated, extracted or condensed from
natural gas at the Plant.
Plant
. The Maytown Plant
and the Langley Plant, including (i) any and all gas
processing and compression facilities to be installed to replace
any of the foregoing or to expand or alter any of the foregoing,
all located in the vicinity of Langley, Kentucky; (ii) gas
refrigeration and chilling equipment, gas compression and cooling
equipment, product separation and fractionation vessels, product
storage vessels, and associated condensing, heating, compressing,
pumping, conveying, and other equipment and instrumentation;
(iii) all existing piping, valves and fittings; including any
refrigeration compression required by plant operations;
(iv) all control systems and equipment; (v) all
measurement and communications equipment; (vi) all utility
system; and including all structures associated with those
facilities; and (vii) all easements, rights-of-way, and other
property rights pertaining to the construction and operation of
those facilities wherever those facilities, structures, easements,
rights-of-way, and other property rights are located.
2
Siloam
Facility . MEA’s Siloam fractionation
facility located near South Shore, Kentucky, including (i) any
treating equipment, products separation and fractionation vessels;
(ii) all above ground products storage vessels and all below
ground products storage caverns and facilities; (iii) all
associated condensing, heating, pumping, conveying, and other
equipment and instrumentation; (iv) all structures associated
with those facilities; (v) all products loading facilities,
including railcar loading, truck loading and barge loading
facilities; (vi) all control systems and equipment;
(vii) all measurement and communication equipment;
(viii) all utility systems, and including all structures
associated with those facilities; and (ix) all easements,
rights-of-way, and other property rights pertaining to the
construction and operation of those facilities wherever those
facilities, structures, easements, rights-of-way, and other
property rights are located.
Sold
. Any physical
sale or similar transaction.
ARTICLE 2
EQUITABLE COMMITMENTS
2.1
(a) As of the Effective Date and subject to the restrictions
set forth in this Article 2 and elsewhere in this Agreement,
Equitable commits to deliver ** calculated on an average daily
basis during an Accounting Period. **
2.2
Nothing herein shall constitute any guarantee or warranty by
Equitable of minimum volumes of natural gas delivered to the Plant,
or the content of hydrocarbon liquids thereof, or the amount of
Plant Products recovered therefrom or that there exists sufficient
trucking capacity and/or pipeline capacity to effectuate delivery
of the Plant Products and natural gas liquids, as set forth in
Section 2.1, to the applicable Delivery Point.
2.3
Equitable will operate the Plant in accordance with the standard a
prudent operator under similar conditions would operate, and in
compliance with applicable laws, rules and
regulations.
2.4
**
2.5
Equitable commits to use commercially reasonable efforts to
construct the Langley
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