MarkWest Pioneer, L.L.C.

Original Volume No. 1

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Effective Date: 12/31/9999, Docket: RP09-367-000, Status: Accepted

Substitute Original Sheet No. 165 Substitute Original Sheet No. 165

Superseding: Original Sheet No. 165






Exhibit B(Continued)





2.1 Subject to the provisions of Sections 2.3, 2.4 and 2.5 of this Production Commitment

Agreement, Shipper hereby commits to deliver at the Receipt Point and transport

through the Arkoma Connector Pipeline all gas, produced from the “Commitment Area”

as set forth on Attachment A that, on any day, is owned or controlled by Shipper, or

its wholly-owned or controlled subsidiaries, and is produced from well(s) where

Shipper, its wholly-owned or controlled subsidiaries is electing to take its gas

in-kind from wells in which Shipper, or its wholly-owned or controlled subsidiaries

has an interest, and which are operated by a third party (the “Committed

Production”); provided that for shippers making an Option 1 Production Commitment,

Committed Production shall not include production committed to a third party under a

binding agreement existing prior to the close of Transporter’s open season

(“Pre-existing Agreement”), as identified on Attachment A; provided further that

natural gas covered by any Pre-existing Agreement shall become Committed Production

after termination of the Pre-existing Agreement to which such gas had been subject.

The foregoing notwithstanding, any gas that cannot be delivered to the Arkoma

Connector Pipeline shall not be Committed Production for so long as such gas cannot

be delivered to the Arkoma Connector Pipeline, but only to the extent that Shipper

has no commercially reasonable means of ensuring delivery of such gas to the Arkoma

Connector Pipeline.


2.2 In the event of any transfer or assignment of any rights, title and/or interest in

the Committed Production, Shipper agrees that any such transfer or assignment will

be made subject to the terms of this Agreement, it being the intent of the Parties

hereto that the Committed Production remain dedicated for purposes of transportation

on the Arkoma Connector Pipeline for the Term of FT-2 Agreement. All of the

provisions of this Agreement shall be applicable to assignees of interests in the

Committed Production and such assignees shall receive a proportionate assignment of

the rights and obligations hereunder with respect to the Committed Production so

assigned, to the extent that such assignee satisfies the creditworthiness

requirements of GT&C Section 7 of Transporter’s Tariff, as applicable. Upon such

assignment, Shipper shall be relieved of its obligations under this Agreement to the

extent, and only to the extent, so assigned to a third party.