Exhibit 10.10
AMENDMENT TO GAS PROCESSING AGREEMENT
(MAYTOWN)
THIS AMENDMENT TO GAS PROCESSING AGREEMENT (MAYTOWN) ("Amendment")
is made and entered into this 26th day of March, 2002, to be effective as of
April 1, 2002, by and between EQUITABLE PRODUCTION COMPANY, formerly named
Equitable Resources Energy Company and Kentucky Hydrocarbon, a division of
Equitable Production Company, herein referred to as ("Equitable"), and
MARKWEST HYDROCARBON, INC., herein refined to as ("MarkWest").
RECITALS:
A. Equitable and MarkWest are parties to that certain Gas Processing
Agreement (Maytown), dated May 28, 1999 (the "Maytown Agreement).
B. The parties desire to amend the Maytown Agreement to modify the
manner in which payments due thereunder are paid.
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
1. Article XII, Statements and Payments, of the Maytown Agreement,
is hereby amended by deleting Sections 12.1 and 12.2 in their entirety and
replacing them with the following revised Sections 12.1, 12.2 and 12.3, and
the Section formerly numbered as Section 12.3 will be renumbered as Section
12.4:
"12.1. Based on the measurements set forth in this Maytown
Agreement, MarkWest shall provide Equitable with payment on
each Payment Date and a detailed statement explaining fully
how all payments due under the terms of this Maytown Agreement
were determined not later than the applicable "Payment
Date". As used herein, the Payment Dates shall be (i) the
last day of each month, covering all deliveries hereunder
during the period of the 1st day through the 15th day of that
same month ("First Payment Date"), and (ii) the 15th day of
each month, covering all deliveries hereunder during the period
of the 16th day through the last day of the immediately
preceding month ("Second Payment Date").
12.2 It is understood that the payments made on the First
Payment Date and on the Second Payment Date (i) shall be based
upon (x) the applicable actual Net Sales Price (or MarkWest's
reasonable estimate of the applicable actual Net Sales Price
to the extent that the actual Net Sales Price is not known)
and (y) the actual volume of Plant Products (or MarkWest's
reasonable estimate of such volume to the extent actual volumes
are not known) for the Accounting Period in which the Plant
Products were delivered to MarkWest at the Pipeline, and
(ii) shall be net of fees payable to MarkWest for such
Accounting Period under Section 11.3 hereof.
Those payments made on the First Payment Date will also
include adjustments, if any, to payments made during any of the
months prior to the month in which the First Payment Date occurs,
as necessary to adjust for differences between the estimated Net
Sales Price used in making payments and the actual applicable
Net Sales Price, and between estimated volumes and actual
applicable volumes. Additionally, the payment on the First Payment
Date will reflect an administrative fee payable to MarkWest
of $5,000 per Accounting Period.
12.3. All payments shall be paid by MarkWest to Equitable by
wire transfer not later than the applicable Payment Date for
which the payments are due. If a Payment Date falls on a Saturday
or a Friday bank holiday, payment shall be made on the preceding
banking day. If the Payment Date falls on a Sunday or a Monday
bank holiday, payment shall be made on the succeeding banking
day. Should MarkWest fail to make any payments to Equitable
when due, interest shall accrue on the unpaid balance at the
lower of (i) the then effective prime interest rate published
in the "Money Rates" section of The Wall Street Journal, plus
two percent (2%), or (ii) the applicable maximum published rate
allowed by law, from the date due until paid. If a party, in
good faith, disputes an amount due or any part thereof, it
shall provide supporting documentation fully explaining its
basis for the disputed amount. The assertion of a disputed
amount shall not be a basis for MarkWest to withhold payment
of amounts it concedes to be correct, and the failure to
pay amounts not in dispute shall be subject to the default
provisions of Article XVI."
2. Article XVI, Liability, Default and Termination, of the Maytown
Agreement, is hereby amended by deleting the phrase "fifteen (15) days written
notice to cure" in Sections 16.8(i) and replacing it with the phrase "ten (10)
calendar days written notice to cure".
3. Except for the foregoing, all other terms and provisions of the
Maytown Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first set forth above.
EQUITABLE PRODUCTION COMPANY
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: President
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Date: March 26, 2002
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MARKWEST HYDROCARBON, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Sr. Vice President
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Date: March 26, 2002
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