EX-25.2 10 a2191372zex-25_2.htm EX-25.2
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Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE



o    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
  94-1347393
(I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota

(Address of principal executive offices)

 

57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)



MARKWEST ENERGY PARTNERS, L.P.
MARKWEST ENERGY FINANCE CORPORATION
(Exact name of obligor as specified in its charter)

Delaware
Delaware
(State or other jurisdiction of
incorporation or organization)
  27-0005456
20-1805917
(I.R.S. Employer
Identification No.)

1515 Arapahoe Street
Tower 2, Suite 700
Denver, Colorado 80202
(303) 925-9200
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)



SHELF REGISTRATION


Item 1.  General Information. Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency
      Treasury Department
      Washington, D.C.

      Federal Deposit Insurance Corporation
      Washington, D.C.

      Federal Reserve Bank of San Francisco
      San Francisco, California 94120

    (b)
    Whether it is authorized to exercise corporate trust powers.

      The trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

    None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee. Not applicable.

Item 16.  List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

    Exhibit 1.   A copy of the Articles of Association of the trustee now in effect.*

 

 

Exhibit 2.

 

A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 

 

Exhibit 3.

 

See Exhibit 2.

 

 

Exhibit 4.

 

Copy of By-laws of the trustee as now in effect.***

 

 

Exhibit 5.

 

Not applicable.

 

 

Exhibit 6.

 

The consent of the trustee required by Section 321(b) of the Act.

 

 

Exhibit 7.

 

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

 

Exhibit 8.

 

Not applicable.

 

 

Exhibit 9.

 

Not applicable.

*
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 4th day of March, 2009.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

/s/ Patrick T. Giordano

Patrick T. Giordano
Vice President

 

 


EXHIBIT 6

March 5, 2009


Securities and Exchange Commission
Washington, D.C. 20549


Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

    Very truly yours,

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

/s/ Patrick T. Giordano

Patrick T. Giordano
Vice President

 

 


Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2008, filed in accordance with 12 U.S.C. §161
for National Banks.

 
   
  Dollar Amounts
In Millions
 

ASSETS

             

Cash and balances due from depository institutions:

             
   

Noninterest-bearing balances and currency and coin

        $ 11,932  
   

Interest-bearing balances

          15,623  

Securities:

             
   

Held-to-maturity securities

          0  
   

Available-for-sale securities

          73,363  

Federal funds sold and securities purchased under agreements to resell:

             
   

Federal funds sold in domestic offices

          19,749  
   

Securities purchased under agreements to resell

          1,513  

Loans and lease financing receivables:

             
   

Loans and leases held for sale

          13,140  
   

Loans and leases, net of unearned income

    335,209        
   

LESS: Allowance for loan and lease losses

    8,273        
   

Loans and leases, net of unearned income and allowance

          326,936  

Trading Assets

          11,366  

Premises and fixed assets (including capitalized leases)

          4,347  

Other real estate owned

          1,031  

Investments in unconsolidated subsidiaries and associated companies

          427  

Intangible assets

             
   

Goodwill

          11,371  
   

Other intangible assets

          15,449  

Other assets

          32,711  
             

Total assets

        $ 538,958  
             

LIABILITIES

             

Deposits:

             
   

In domestic offices

        $ 308,404  
       

Noninterest-bearing

    75,417        
       

Interest-bearing

    232,987        
   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

          38,446  
       

Noninterest-bearing

    991        
       

Interest-bearing

    37,455        

Federal funds purchased and securities sold under agreements to repurchase:

             
   

Federal funds purchased in domestic offices

          45,153  
   

Securities sold under agreements to repurchase

          28,427  

 
   
  Dollar Amounts
In Millions
 

Trading liabilities

          7,240  

Other borrowed money

             
   

(includes mortgage indebtedness and obligations under capitalized leases)

          43,555  

Subordinated notes and debentures

          12,971  

Other liabilities

          12,957  
             

Total liabilities

        $ 497,153  

Minority interest in consolidated subsidiaries

         
154
 

EQUITY CAPITAL

             

Perpetual preferred stock and related surplus

          0  

Common stock

          520  

Surplus (exclude all surplus related to preferred stock)

          28,659  

Retained earnings

          16,644  

Accumulated other comprehensive income

          (4,172 )

Other equity capital components

          0  
             

Total equity capital

          41,651  
             

Total liabilities, minority interest, and equity capital

        $ 538,958  
             

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

    Howard I. Atkins
EVP & CFO
 

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt        
John Stumpf   Directors    
Carrie Tolstedt        



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SIGNATURE
EXHIBIT 6
Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business December 31, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.