Second Supplemental Indenture to 8.75% Senior Notes Due 2018 by MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, Subsidiary Guarantors, and Wells Fargo Bank, N.A.

Summary

This agreement is a Second Supplemental Indenture dated August 4, 2008, among MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, various subsidiary guarantors, and Wells Fargo Bank as Trustee. It supplements the original indenture for $500 million of 8.75% Senior Notes due 2018, primarily to add new subsidiary guarantors to the obligations under the notes. The supplemental indenture becomes effective upon signing and is governed by New York law. All other terms of the original indenture and notes remain unchanged.

EX-4.31 11 a2190915zex-4_31.htm EXHIBIT 4.31
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Exhibit 4.31


MARKWEST ENERGY PARTNERS, L.P.

MARKWEST ENERGY FINANCE CORPORATION

and

the Subsidiary Guarantors named herein



83/4% SENIOR NOTES DUE 2018





SECOND SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 4, 2008



WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee





        This SECOND SUPPLEMENTAL INDENTURE, dated as of August 4, 2008 is among MarkWest Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), MarkWest Energy Finance Corporation, a Delaware corporation ("MarkWest Finance" and, together with the Partnership, the "Issuers"), each of the parties identified under the caption "Subsidiary Guarantors" on the signature page hereto (the "Subsidiary Guarantors") and Wells Fargo Bank, National Association, a national banking association, as Trustee.


RECITALS

        WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of April 15, 2008 (as amended and supplemented, the "Indenture"), pursuant to which the Issuers have issued $500,000,000 in principal amount of 83/4% Senior Notes due 2018 (the "Notes");

        WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 or 5.01(c) thereof, without the consent of the Holders of the Notes; and

        WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

        NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:


ARTICLE 1

        Section 1.01.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

        Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee.


ARTICLE 2

        From this date, in accordance with Section 4.13 or 5.01(c) and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.


ARTICLE 3

        Section 3.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

        Section 3.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.


        Section 3.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

        Section 3.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]


        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

  Issuers:

 

MARKWEST ENERGY PARTNERS, L.P.

 

By:

 

MarkWest Energy GP, L.L.C., its general partner

     

By:

 

/s/ Andrew L. Schroeder


      Name:   Andrew L. Schroeder

      Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MARKWEST ENERGY FINANCE CORPORATION

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

  Subsidiary Guarantors:

 

MARKWEST ENERGY GP, L.L.C.

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MARKWEST HYDROCARBON, INC.

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MASON PIPELINE LIMITED LIABILITY COMPANY

 

By:

 

MarkWest Hydrocarbon, Inc., its Sole Member

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MARKWEST ENERGY OPERATING COMPANY, L.L.C.

 

By:

 

MarkWest Energy Partners, L.P., its Managing Member

 

By:

 

MarkWest Energy GP, L.L.C., its General Partner

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

BASIN PIPELINE L.L.C.
WEST SHORE PROCESSING COMPANY, L.L.C.

 

By:

 

MarkWest Energy Operating Company, L.L.C., its Sole Member and Manager

 

By:

 

MarkWest Energy Partners, L.P., its Managing Member

 

By:

 

MarkWest Energy GP, L.L.C., its General Partner

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MARKWEST BLACKHAWK, L.L.C.
MARKWEST ENERGY APPALACHIA, L.L.C.
MARKWEST ENERGY EAST TEXAS GAS COMPANY,
    L.L.C.
MARKWEST GAS MARKETING, L.L.C.
MARKWEST GAS SERVICES, L.L.C.
MARKWEST JAVELINA COMPANY, L.L.C.
MARKWEST JAVELINA PIPLELINE COMPANY,
    L.L.C.
MARKWEST LIBERTY GAS GATHERING, L.L.C.
MARKWEST MARKETING, L.L.C.
MARKWEST NEW MEXICO, L.L.C.
MARKWEST PINNACLE, L.L.C.
MARKWEST PIONEER, L.L.C.
MARKWEST PIPELINE COMPANY, L.L.C.
MARKWEST PNG UTILITY, L.L.C.
MARKWEST POWER TEX, L.L.C.
MARKWEST TEXAS PNG UTILITY, L.L.C.

 

By:

 

MarkWest Energy Operating Company, L.L.C., its Sole Member

 

By:

 

MarkWest Energy Partners, L.P., its Managing Member

 

By:

 

MarkWest Energy GP, L.L.C., its General Partner

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MARKWEST MICHIGAN PIPELINE COMPANY, L.L.C.
MARKWEST OKLAHOMA GAS COMPANY, L.L.C.

 

By:

 

MarkWest Energy Operating Company, L.L.C., its Managing Member

 

By:

 

MarkWest Energy Partners, L.P., its Managing Member

 

By:

 

MarkWest Energy GP, L.L.C., its General Partner

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

 

MATREX, L.L.C.

 

By:

 

Basin Pipeline L.L.C., its Sole Member and Manager

 

By:

 

MarkWest Energy Operating Company, L.L.C., its Sole Member and Manager

 

By:

 

MarkWest Energy Partners, L.P., its Managing Member

 

By:

 

MarkWest Energy GP, L.L.C., its General Partner

 

By:

 

/s/ Andrew L. Schroeder


  Name:   Andrew L. Schroeder

  Title:   Vice President Finance, Treasurer and
Assistant Secretary

  Trustee:

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Trustee

 

By:

 

/s/ Patrick T. Giordano


  Name:   Patrick T. Giordano

  Title:   Vice President




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    Exhibit 4.31
RECITALS
ARTICLE 1
ARTICLE 2
ARTICLE 3