AMENDMENT NO. 4 TO AMENDED AND RESTATED CLASS B MEMBERSHIP INTEREST CONTRIBUTION AGREEMENT
Exhibit 2
AMENDMENT NO. 4
TO
AMENDED
AND RESTATED CLASS B MEMBERSHIP INTEREST CONTRIBUTION
AGREEMENT
This Amendment No. 4 to the Amended and Restated Class B Membership Interest Contribution Agreement dated as of October 26, 2007 (this “Amendment No. 4”) is dated effective February 19, 2008, and is by and between MarkWest Energy Partners, L.P. (“Buyer”), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”), ▇▇▇▇ ▇. ▇▇▇ (“▇▇▇”), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”), ▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”), and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”).
RECITALS
A. Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, among others, are parties-Sellers under that certain Amended and Restated Class B Membership Interest Contribution Agreement dated as of October 26, 2007, entered into with Buyer (the “Agreement”).
B. Pursuant to Section 8.2 of the Agreement, upon the request of any two or more Sellers, the Buyer shall amend the Agreement solely for the purpose of changing the amount of cash to be paid and/or the number of Common Units to be issued to one or more of the Sellers, as reflected in Schedule 2.1 attached to the Agreement, as the requesting Sellers may request in writing; provided that any such changes do not increase the total amount of cash to be paid and/or total number of Common Units to be issued, by the Buyer pursuant to Section 2.1 of the Agreement.
C. Pursuant to Section 8.2 of the Agreement, on November 13, 2007, all the Sellers and Buyer agreed to an amended Schedule 2.1 to the Agreement (“Amendment No.1” – a copy of which is attached hereto as “Exhibit A”). On November 15, 2007, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Capital, LLLP, each Sellers under the Agreement, agreed with Buyer to an amended Schedule 2.1 to the Agreement (“Amendment No.2” – a copy of the amended Schedule 2.1 reflecting the changes as it pertained to such Sellers is attached hereto as “Exhibit B”). On February 14, 2008, Semple, Mollenkopf, Nickerson, Kubat, and ▇▇▇▇▇▇▇▇, each Sellers under the Agreement, agreed with Buyer to an amended Schedule 2.1 to the Agreement (“Amendment No.3” – a copy of the amended Schedule 2.1 reflecting the changes as it pertained to such Sellers is attached hereto as “Exhibit C”).
D. Pursuant to Section 8.2 of the Agreement, Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, each desire to change the allocation of cash and Common Units to be paid to each of them pursuant to the Agreement from the respective amounts set forth in the
Schedule 2.1 to the Agreement, as amended on November 13, 2007, November 15, 2007, and February 14, 2008, as referenced above.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, and Buyer hereby agree to amend the Agreement, as between them, as follows:
1. With respect to Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, Schedule 2.1 to the Agreement, as amended on November 13, 2007, November 15, 2007, and February 14, 2008, is hereby amended by this Amendment No. 4, to read as follows:
|
Holder |
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Class B |
|
Cash to be received |
|
Common Units to |
|
Aggregate Value |
|
||
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
2.0 |
% |
$ |
4,080,977 |
|
183,717 |
|
$ |
10,202,427 |
|
|
▇▇▇▇ ▇. ▇▇▇ |
|
1.6 |
% |
$ |
1,500,022 |
|
199,938 |
|
$ |
8,161,956 |
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.6 |
% |
$ |
4,493,391 |
|
110,101 |
|
$ |
8,161,956 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
1.6 |
% |
$ |
4,493,391 |
|
110,101 |
|
$ |
8,161,956 |
|
|
▇▇▇▇▇ ▇▇▇▇▇ |
|
0.2 |
% |
$ |
561,669 |
|
13,763 |
|
$ |
1,020,252 |
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
561,669 |
|
13,763 |
|
$ |
1,020,252 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
0.2 |
% |
$ |
508,058 |
|
15,372 |
|
$ |
1,020,253 |
|
2. An amended Schedule 2.1 reflecting this Amendment No. 4 changes as it pertains to such Sellers is attached hereto as “Exhibit D.” Buyer acknowledges that such changes do not increase the total amount of cash to be paid and/or total number of Common Units to be issued, by the Buyer.
3. This Amendment No. 4 pertains to and only affects the respective rights and obligations as between Buyer and Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, and does not affect any of the other Sellers to the Agreement.
4. As amended by Amendments Nos. 1, 2, and 3, and as amended herein, all terms and provisions of the Agreement with respect to Buyer, Semple, Fox, Mollenkopf, Nickerson, Kubat, Kindrick, and ▇▇▇▇▇, remain in full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be signed by their respective officers hereunto duly authorized, all as of the date first written above.
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MARKWEST ENERGY PARTNERS, L.P. |
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By: MarkWest Energy GP, L.L.C., |
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its general partner |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Vice President and Treasurer |
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3
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
4
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/s/ ▇▇▇▇ ▇. ▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇ |
5
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
6
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
7
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/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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▇▇▇▇▇ ▇▇▇▇▇ |
8
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/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ |
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▇▇▇ ▇▇▇▇▇▇▇▇ |
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I, the spouse of ▇▇▇ ▇▇▇▇▇▇▇▇, have read and hereby approve the foregoing Amendment No. 4 to the Agreement. In consideration of Buyer granting my spouse the right to transfer and convey his Class B Membership Interest to Buyer on the terms and for the consideration set forth in the Agreement, I hereby agree to be bound irrevocably by Amendment No. 4 to the Agreement and further agree that any community property or similar interest that I may have in the Class B Membership Interest transferred and conveyed or the consideration received shall hereby be similarly bound. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any right under the Agreement, as amended. |
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
9
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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▇▇▇▇▇ ▇. ▇▇▇▇▇ |
10
Exhibit A
Amendment No. 1
to
Schedule 2.1
|
Holder |
|
Class B |
|
Cash to be received |
|
Common Units to |
|
Aggregate Value |
|
||
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
2.00 |
% |
$ |
4,080,977 |
|
183,717 |
|
$ |
10,202,443.11 |
|
|
▇▇▇▇ ▇. ▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954.49 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954.49 |
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954.49 |
|
|
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Capital, LLLP |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954.49 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.00 |
% |
$ |
2,040,489 |
|
91,859 |
|
$ |
5,101,221.55 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
0.20 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244.31 |
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ |
|
0.20 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244.31 |
|
|
▇▇▇▇▇ ▇▇▇▇▇ |
|
0.20 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244.31 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
0.20 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244.31 |
|
|
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
0.10 |
% |
$ |
204,011 |
|
9,186 |
|
$ |
510,122.16 |
|
|
TOTAL |
|
10.30 |
% |
$ |
21,016,996 |
|
946,146 |
|
$ |
52,542,582.02 |
|
11
Exhibit B
Amendment No. 2
to
Schedule 2.1
|
Holder |
|
Class B |
|
Cash to be received |
|
Common Units to |
|
Aggregate Value |
|
||
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
2.0 |
% |
$ |
4,080,977 |
|
183,717 |
|
$ |
10,202,443 |
|
|
▇▇▇▇ ▇. ▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
4,364,342 |
|
113,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Capital, LLLP |
|
1.60 |
% |
$ |
2,165,222 |
|
179,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.0 |
% |
$ |
2,040,489 |
|
91,859 |
|
$ |
5,101,222 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇▇▇▇▇ ▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
0.1 |
% |
$ |
204,011 |
|
9,186 |
|
$ |
510,122 |
|
|
TOTAL |
|
10.30 |
% |
$ |
21,016,996 |
|
946,146 |
|
$ |
52,542,582 |
|
12
Exhibit C
Amendment No. 3
to
Schedule 2.1
|
Holder |
|
Class B |
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Cash to be received |
|
Common Units to |
|
Aggregate Value |
|
||
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
2.0 |
% |
$ |
2,550,589 |
|
229,647 |
|
$ |
10,202,443 |
|
|
▇▇▇▇ ▇. ▇▇▇ |
|
1.60 |
% |
$ |
3,264,782 |
|
146,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
4,433,648 |
|
111,894 |
|
$ |
8,161,954 |
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.60 |
% |
$ |
4,433,648 |
|
111,894 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Capital, LLLP |
|
1.60 |
% |
$ |
2,165,222 |
|
179,974 |
|
$ |
8,161,954 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.0 |
% |
$ |
2,040,489 |
|
91,859 |
|
$ |
5,101,222 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
554,206 |
|
13,987 |
|
$ |
1,020,244 |
|
|
▇▇▇▇▇ ▇▇▇▇▇ |
|
0.2 |
% |
$ |
554,206 |
|
13,987 |
|
$ |
1,020,244 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,244 |
|
|
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
0.1 |
% |
$ |
204,011 |
|
9,186 |
|
$ |
510,122 |
|
|
TOTAL |
|
10.30 |
% |
$ |
21,016,996 |
|
946,146 |
|
$ |
52,542,582 |
|
13
Exhibit D
Cumulative of Amendments through
Amendment No. 4
to
Schedule 2.1
|
Holder |
|
Class B |
|
Cash to be |
|
Common Units |
|
Aggregate Value |
|
||
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
2.0 |
% |
$ |
4,080,977 |
|
183,717 |
|
$ |
10,202,427 |
|
|
▇▇▇▇ ▇. ▇▇▇ |
|
1.6 |
% |
$ |
1,500,022 |
|
199,938 |
|
$ |
8,161,956 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
1.6 |
% |
$ |
4,493,391 |
|
110,101 |
|
$ |
8,161,956 |
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.6 |
% |
$ |
4,493,391 |
|
110,101 |
|
$ |
8,161,956 |
|
|
▇▇▇▇▇▇ & ▇▇▇▇▇▇ Capital, LLLP |
|
1.6 |
% |
$ |
2,165,222 |
|
179,974 |
|
$ |
8,161,956 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
1.0 |
% |
$ |
2,040,489 |
|
91,859 |
|
$ |
5,101,231 |
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
408,098 |
|
18,372 |
|
$ |
1,020,253 |
|
|
▇▇▇ ▇▇▇▇▇▇▇▇ |
|
0.2 |
% |
$ |
561,669 |
|
13,763 |
|
$ |
1,020,252 |
|
|
▇▇▇▇▇ ▇▇▇▇▇ |
|
0.2 |
% |
$ |
561,669 |
|
13,763 |
|
$ |
1,020,252 |
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
0.2 |
% |
$ |
508,058 |
|
15,372 |
|
$ |
1,020,253 |
|
|
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
0.1 |
% |
$ |
204,010 |
|
9,186 |
|
$ |
510,088 |
|
|
TOTAL |
|
10.3 |
% |
$ |
21,016,996 |
|
946,146 |
|
$ |
52,542,581 |
|
14