MarkWest Energy Partners, LP (MWE)

Credit Facility

On February 20, 2008, the Partnership entered into a new credit agreement (“Partnership Credit Agreement”). The Partnership Credit Agreement originally provided for a maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving credit facility of $350.0 million (that under certain circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving credit facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and to repay amounts due on the old partnership credit facility revolver of $67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership recorded a charge of $4.2 million to write-off the deferred financing costs associated with the term loan, which is included in Amortization of deferred financing costs and discount in the accompanying Consolidated Statements of Operations. The credit facility is guaranteed and collateralized by substantially all of the Partnership’s assets and those of its wholly-owned subsidiaries. As of December 31, 2008, the Partnership had $184.7 million of borrowings outstanding under the revolving credit facility and approximately $107.5 million of available borrowings, with outstanding letters of credit of $57.8 million. The Partnership Credit Agreement was amended in March 2009 (see Note 26).

The borrowings under the revolving credit facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically is based on the London Inter Bank Offering Rate (“LIBOR”); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5%, and b) a rate set by the Partnership Credit Agreement’s administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership’s Consolidated Funded Debt (as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement), ranging from 50 to 125 basis points for Base Rate loans, and 150 to 225 basis points for LIBOR loans. The basis points will increase by 50 during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of $50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30 and 50 basis points based upon the ratio of consolidated senior debt (as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of December 31, 2008, the weighted average interest rate for borrowings under the Partnership Credit Agreement was 2.51%.

Credit Facility

        On January 28, 2009, the Partnership entered into the first amendment to its Partnership Credit Agreement which became effective March 2, 2009. The amendment expands the Partnership's borrowing capacity under the revolving facility by $85.6 million from $350.0 million to $435.6 million. Pursuant to the amendment, the term of the original credit agreement has been reduced by one year and will now be repayable by February 20, 2012. The accordion feature established under the original credit agreement was reset to $200.0 million of uncommitted funds. The borrowings under the revolving credit facility of the Partnership Credit Agreement will continue to bear interest at a variable interest rate, plus basis points. The variable interest rate typically is based on the London Inter Bank Offering Rate ("LIBOR"); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5%, and b) a rate set by the Partnership Credit Agreement's administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt (as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement). Under the original agreement, the basis points ranged from 50 to 125 for Base Rate loans, and 150 to 225 for LIBOR loans. Under the terms of the amendment, the basis points range from 150 to 225 for Base Rate loans and 250 to 325 for LIBOR loans. The amendment also established a floor of 2% for the LIBOR rate used to determine the interest rate on the LIBOR loans. The Partnership incurred and capitalized approximately $4.3 million of debt modification fees and other professional services as a result of the amendment. The amendment also resulted in the write-off of approximately $0.3 million of previously capitalized deferred finance costs during the first quarter. The write-off is included in Amortization of deferred financing costs and discount in the accompanying Condensed Consolidated Statements of Operations.

        Under the provisions of the Partnership Credit Agreement we are subject to a number of restrictions and covenants as defined by the agreement. These covenants are used to calculate the available borrowing capacity on a quarterly basis. As of March 31, 2009, the Partnership had $294.4 million of borrowings outstanding and $31.4 million of letters of credit outstanding under the revolving credit facility, leaving approximately $109.8 million available for borrowing.

Credit Facility

        On February 20, 2008, the Partnership entered into a new credit agreement ("Partnership Credit Agreement"). The Partnership Credit Agreement originally provided for a maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving credit facility of $350.0 million (that under certain circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving credit facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and to repay amounts due on the old partnership credit facility revolver of $67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership recorded a charge of $4.2 million to write-off the deferred financing costs associated with the term loan, which is included in Amortization of deferred financing costs and discount in the accompanying Consolidated Statements of Operations. The credit facility is guaranteed and collateralized by substantially all of the Partnership's assets and those of its wholly-owned subsidiaries. As of December 31, 2008, the Partnership had $184.7 million of borrowings outstanding under the revolving credit facility and approximately $107.5 million of available borrowings, with outstanding letters of credit of $57.8 million. The Partnership Credit Agreement was amended in March 2009 (see Note 26).

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MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Long-Term Debt (Continued)

        The borrowings under the revolving credit facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically is based on the London Inter Bank Offering Rate ("LIBOR"); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5%, and b) a rate set by the Partnership Credit Agreement's administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt (as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement), ranging from 50 to 125 basis points for Base Rate loans, and 150 to 225 basis points for LIBOR loans. The basis points will increase by 50 during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of $50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30 and 50 basis points based upon the ratio of consolidated senior debt (as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of December 31, 2008, the weighted average interest rate for borrowings under the Partnership Credit Agreement was 2.51%.

Credit Facility

        On February 20, 2008, the Partnership entered into a new credit agreement ("Partnership Credit Agreement"). The Partnership
Credit Agreement originally provided for a
maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving credit facility of $350.0 million (that under certain
circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving
credit facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and to repay amounts due on the old partnership credit facility revolver of
$67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership
recorded a charge of $4.2 million to write-off the deferred financing costs associated with the term loan, which is included in Amortization of deferred
financing costs and discount in the accompanying Consolidated Statements of Operations. The credit facility is guaranteed and collateralized by substantially all of the
Partnership's assets and those of its wholly-owned subsidiaries. As of December 31, 2008, the Partnership had $184.7 million of borrowings outstanding under the revolving credit facility
and approximately $107.5 million of available borrowings, with outstanding letters of credit of $57.8 million. The Partnership Credit Agreement was amended in March 2009 (see
Note 26).

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MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Long-Term Debt (Continued)

        The
borrowings under the revolving credit facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically
is based on the London Inter Bank Offering Rate ("LIBOR"); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5%, and
b) a rate set by the Partnership Credit Agreement's administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt
(as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement), ranging from 50 to 125 basis points for Base Rate loans, and 150 to
225 basis points for LIBOR loans. The basis points will increase by 50 during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of
$50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30 and 50 basis points based upon the ratio of consolidated senior debt
(as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of December 31, 2008, the weighted average interest rate for
borrowings under the Partnership Credit Agreement was 2.51%.

Credit Facility

        On February 20, 2008, the Partnership entered into a new credit agreement ("Partnership Credit Agreement"). The Partnership
Credit Agreement originally provided for a
maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving credit facility of $350.0 million (that under certain
circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving
credit facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and to repay amounts due on the old partnership credit facility revolver of
$67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership
recorded a charge of $4.2 million to write-off the deferred financing costs associated with the term loan, which is included in Amortization of deferred
financing costs and discount in the accompanying Consolidated Statements of Operations. The credit facility is guaranteed and collateralized by substantially all of the
Partnership's assets and those of its wholly-owned subsidiaries. As of December 31, 2008, the Partnership had $184.7 million of borrowings outstanding under the revolving credit facility
and approximately $107.5 million of available borrowings, with outstanding letters of credit of $57.8 million. The Partnership Credit Agreement was amended in March 2009 (see
Note 26).

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MARKWEST ENERGY PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Long-Term Debt (Continued)

        The
borrowings under the revolving credit facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically
is based on the London Inter Bank Offering Rate ("LIBOR"); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5%, and
b) a rate set by the Partnership Credit Agreement's administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt
(as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement), ranging from 50 to 125 basis points for Base Rate loans, and 150 to
225 basis points for LIBOR loans. The basis points will increase by 50 during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of
$50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30 and 50 basis points based upon the ratio of consolidated senior debt
(as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of December 31, 2008, the weighted average interest rate for
borrowings under the Partnership Credit Agreement was 2.51%.

Credit Facility

        On February 20, 2008, the Partnership entered into a new credit agreement ("Partnership Credit Agreement"). The Partnership Credit Agreement originally provided for a maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving credit facility of $350.0 million (that under certain circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving credit facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and outstanding amounts due on the old partnership credit facility revolver of $67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15, 2008. The Partnership recorded a charge of $4.2 million to write off the deferred financing costs associated with the term loan, which is included in Amortization of deferred financing costs and discount in the accompanying Condensed Consolidated Statements of Operations. The credit facility is guaranteed and collateralized by substantially all of the Partnership's assets and those of its wholly-owned subsidiaries. As of September 30, 2008, the Partnership had zero borrowings outstanding under the revolving credit facility and approximately $270.4 million of available borrowings, including outstanding letters of credit of $79.6 million.

        The borrowings under the revolving credit facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically is based on the London Inter Bank Offering Rate ("LIBOR"); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5-1%, and b) a rate set by the Partnership Credit Agreement's administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership's Consolidated Funded Debt (as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit

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MARKWEST ENERGY PARTNERS, L.P.

Notes to the Condensed Consolidated Financial Statements (Continued)

(unaudited)

13. Long-Term Debt (Continued)

Agreement), ranging from 0.50% to 1.25% for Base Rate loans, and 1.50% to 2.25% for LIBOR loans. The basis points will increase by 0.50% during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of $50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30.0 and 50.0 basis points based upon the ratio of consolidated senior debt (as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of September 30, 2008, the interest rate for borrowings under the Partnership Credit Agreement would have been LIBOR plus 1.50%, or 5.50%.

Credit Facility

On February 20, 2008, the Partnership entered into a new credit agreement (“Partnership Credit Agreement”). The Partnership Credit Agreement originally provided for a maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement included a senior secured revolving facility of $350.0 million (that under certain circumstances could be increased to $550.0 million) and a $225.0 million term loan, both of which could be repaid at any time without penalty. Initial borrowings under the revolving facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and outstanding amounts due on the old partnership credit facility revolver of $67.0 million. The Partnership retired the term loan in April 2008 using a portion of the proceeds from a private placement of Senior Notes completed on April 15.  The Partnership recorded a charge of $4.2 million to write off the deferred financing costs associated with the term loan, which is included in Amortization of deferred financing costs and discount in the accompanying Condensed Consolidated Statements of Operations.  The credit facility is guaranteed and collateralized by substantially all of the Partnership’s assets and those of its wholly-owned subsidiaries. As of June 30, 2008, the Partnership had no borrowings outstanding under the revolving facility and approximately $295.0 million of available borrowings, including outstanding letters of credit of $55.0 million.

The borrowings under the revolving facility of the Partnership Credit Agreement bear interest at a variable interest rate, plus basis points. The variable interest rate typically is based on the London Inter Bank Offering Rate (“LIBOR”); however, in certain borrowing circumstances the rate would be based on the higher of a) the Federal Funds Rate plus 0.5-1%, and b) a rate set by the Partnership Credit Agreement’s administrative agent, based on the U.S. prime rate. The basis points correspond to the ratio of the Partnership’s Consolidated Funded Debt (as defined in the Partnership Credit Agreement) to Adjusted Consolidated EBITDA (as defined in the Partnership Credit Agreement), ranging from 0.50% to 1.25% for Base Rate loans, and 1.50% to 2.25% for LIBOR loans. The basis points will increase by 0.50% during any period (not to exceed 270 days) where the Partnership makes an acquisition for a purchase price in excess of $50.0 million. The Partnership will incur a commitment fee on the unused portion of the credit facility at a rate between 30.0 and 50.0 basis points based upon the ratio of consolidated senior debt (as defined in the Partnership Credit Agreement) to consolidated EBITDA (as defined in the Partnership Credit Agreement). As of June 30, 2008, the interest rate for borrowings under the Partnership Credit Agreement would have been LIBOR plus 1.75%, or 4.75%.

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Credit Facility

On February 20, 2008, the Partnership entered into a new credit agreement (“Partnership Credit Agreement”). The Partnership Credit Agreement provides for a maximum lending limit of $575.0 million through February 2013. The Partnership Credit Agreement includes a senior secured revolving facility of $350.0 million (that under certain circumstances can be increased to $550.0 million) and a $225.0 million term loan, both of which can be repaid at any time without penalty.  The Partnership retired the term loan in April 2008 (see Note 18).  The credit facility is guaranteed and collateralized by substantially all of the Partnership’s assets and those of its wholly-owned subsidiaries. Initial borrowings under the revolving facility portion of Partnership Credit Agreement were used to finance other payments under the Merger and outstanding amounts due on the old partnership credit facility revolver of $67.0 million. The Partnership

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Credit Facility

        The Partnership's wholly owned subsidiary, MarkWest Energy Operating Company, L.L.C., has a $250.0 million revolving credit facility (the "Credit Facility"). The Credit Facility is guaranteed by the Partnership, substantially all of the Partnership's subsidiaries, and is collateralized by substantially all of the Partnership's assets and those of its subsidiaries. The borrowings under the Credit Facility bear interest at a variable rate, plus basis points. The basis points vary as defined in the fifth amendment to the Credit Facility. For the nine months ended September 30, 2007, the weighted-average interest rate on the Credit Facility was 7.51%.

        Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants as defined in the fifth amendment to the Credit Facility. These covenants are used to calculate the available borrowing capacity on a quarterly basis. At September 30, 2007, available borrowings under the Credit Facility were $139.9 million.

Credit Facility

        The Partnership's wholly owned subsidiary, MarkWest Energy Operating Company, L.L.C., has a $250 million dollar revolving credit facility (the "Credit Facility"). The Credit Facility is guaranteed by the Partnership and substantially all of the Partnership's subsidiaries and is collateralized by substantially all of the Partnership's assets and those of its subsidiaries. The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points. The basis points vary as defined in the fifth amendment to the Credit Facility. For the six months ended June 30, 2007, the weighted-average interest rate on the Credit Facility was 7.58%.

        Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants as defined in the fifth amendment to the Credit Facility. These covenants are used to calculate the available borrowing capacity on a quarterly basis. At June 30, 2007, available borrowings under the Credit Facility were $216.4 million.

Credit Facility

        The Partnership's wholly owned subsidiary, MarkWest Energy Operating Company, L.L.C., has a $250 million dollar revolving credit facility (the "Credit Facility"). The Credit Facility is guaranteed by the Partnership and substantially all of the Partnership's subsidiaries and is collateralized by substantially all of the Partnership's assets and those of its subsidiaries. The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points. The basis points vary based on the ratio of the Partnership's consolidated debt to consolidated EBITDA, as defined in the fifth amendment to the Credit

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Facility. For the three months ended March 31, 2007, the weighted average interest rate on the Credit Facility was 7.59%.

        Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants as defined in the fifth amendment to the Credit Facility. These covenants are used to calculate the available borrowing capacity on a quarterly basis, for the three months ended March 31, 2007, available borrowings under the Credit Facility were $168.4 million.

Credit Facility

The Partnership’s wholly owned subsidiary, MarkWest Energy Operating Company, L.L.C., has a $250 million dollar revolving credit facility (the “Credit Facility”). The Credit Facility is guaranteed by the Partnership and substantially all of the Partnership’s subsidiaries and is collateralized by substantially all of the Partnership’s assets and those of its subsidiaries. The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points. The basis points vary as defined in the fifth amendment to the Credit Facility. For the six months ended June 30, 2007, the weighted-average interest rate on the Credit Facility was 7.58%.

Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants as defined in the fifth amendment to the Credit Facility. These covenants are used to calculate the available borrowing capacity on a quarterly basis. At June 30, 2007, available borrowings under the Credit Facility were $216.4 million.

9

Credit Facility

The Partnership’s wholly owned subsidiary, MarkWest Energy Operating Company, L.L.C., has a $250 million dollar revolving credit facility (the “Credit Facility”).  The Credit Facility is guaranteed by the Partnership and substantially all of the Partnership’s subsidiaries and is collateralized by substantially all of the Partnership’s assets and those of its subsidiaries.  The borrowings under the Credit Facility bear interest at a variable interest rate, plus basis points.  The basis points vary based on the ratio of the Partnership’s consolidated debt to consolidated EBITDA, as defined in the fifth amendment to the Credit Facility.  For the three months ended March 31, 2007, the weighted average interest rate on the Credit Facility was 7.59%.

Under the provisions of the Credit Facility, the Partnership is subject to a number of restrictions and covenants as defined in the fifth amendment to the Credit Facility.  These covenants are used to calculate the available borrowing capacity on a quarterly basis, for the three months ended March 31, 2007, available borrowings under the Credit Facility were $168.4 million.

Credit Facility

The Partnership’s $315.0 million credit facility is available to fund capital expenditures and certain permitted acquisitions not to exceed $10.0 million in aggregate, working capital requirements (including letters of credit) and distributions to unitholders. Advances to fund distributions to unitholders may not exceed $0.50 per outstanding unit in any 12-consecutive-month period. To date there have been no advances to fund distributions to unitholders. At June 30, 2004, $86.2 million was outstanding, and $53.8 million was available, under the Partnership’s credit facility. During July 2004, the maximum lending limit under the Partnership’s credit facility was increased from $140.0 million to $315.0 million, in order to finance the American Central East Texas Acquisition.  At August 2, 2004, $287.0 million was outstanding, and $28.0 million was available, under the Partnership’s credit facility.  The Partnership’s revolving facility matures in May 2005 and the term loan facility matures in December 2004. Our average interest rate was approximately 3.8% at June 30, 2004.

Credit Facility

The Partnership’s $140.0 million credit facility is available to fund capital expenditures and acquisitions, working capital requirements (including letters of credit) and distributions to unit holders. Advances to fund distributions to unit holders may not exceed $0.50 per outstanding unit in any 12-consecutive-month period. To date there have been no advances to fund distributions to unit holders. At March 31, 2004, $84.2 million was outstanding, and $55.8 million was available, under the Partnership’s credit facility. The Partnership’s credit facility matures in November 2006. Our average interest rate was approximately 4.6% at March 31, 2004.

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Credit Facility

In October 2004, the Operating Company entered into the third amended and restated credit agreement (“Partnership Credit Facility”), which provides for a maximum lending limit of $200.0 million for a term of five years.  The credit facility includes a revolving facility of $200.0 million with the potential to increase the maximum lending limit to $300.0 million.  The credit facility is guaranteed by the Partnership and all of the Partnership’s subsidiaries and is collateralized by substantially all of the Partnership’s assets and those of its subsidiaries.  The borrowings under the credit facility bear interest at a variable interest rate based on one of two indices that include either (i) LIBOR plus an applicable margin, which was fixed at a rate of 2.75% for the first two quarters following the closing of the credit facility or (ii) Base Rate (as defined for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ½ of 1% or (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent of the debt as its “prime rate”) plus an applicable margin, which margin is fixed at a rate of 2.00% for the first two quarters following the closing of the credit facility.  After that period, the applicable margin adjusts quarterly based on the ratio of funded debt to EBITDA (as defined in the credit agreement).  For the years ended December 31, 2004 and 2003, the weighted average interest rate on the credit facility was 4.48% and 4.69%, respectively.

Under the provisions of the Partnership Credit Facility, the Partnership is subject to a number of restrictions on its business, including restrictions on its ability to grant liens on assets; make or own certain investments; enter into any swap contracts other than in the ordinary course of business; merge, consolidate or sell assets; incur indebtedness (other than subordinated indebtedness); make acquisitions; engage in other businesses; enter into capital or operating leases; engage in transactions with affiliates; make distributions on equity interests; declare or make, directly or indirectly any restricted payments.

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