EX-25.2 12 a2173699zex-25_2.htm EX-25.2
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EXHIBIT 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

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

Not Applicable   94-1347393
(State of incorporation
if not a U.S. national bank)		   I.R.S. employer
identification no.)

 
 
 
1445 Ross Ave., 2nd Floor
Dallas, Texas		   75202
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

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

Delaware
Delaware		   27-0005456
20-1805917
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

Form of Subordinated Indenture
(Title of the indenture securities)

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. 20230

      Federal Deposit Insurance Corporation
      Washington, D.C. 20429

      Federal Reserve Bank of San Francisco
      San Francisco, CA 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.

        Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

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 for Wells Fargo Bank, National Association, dated November 28, 2001.*

Exhibit 3.
 
A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001.*

Exhibit 4.
 
Copy of By-laws of the trustee as now in effect.*

Exhibit 5.
 
Not applicable.

Exhibit 6.
 
The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.
 
Attached is 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 exhibit number 25 filed with registration statement number 333-87398.

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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 15th day of November, 2006.


 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
By:
 
/s/  NANCYE PATTERSON      
Nancye Patterson

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Exhibit 6

November 15, 2006

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

 
 
By:
 
/s/  NANCYE PATTERSON      
Nancye Patterson, Vice President

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Exhibit 7

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 June 30, 2006, 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       $ 13,979  
  Interest-bearing balances         1,191  
Securities:            
  Held-to-maturity securities         0  
  Available-for-sale securities         66,952  
Federal funds sold and securities purchased under agreements to resell:            
  Federal funds sold in domestic offices         3,086  
  Securities purchased under agreements to resell         1,172  
Loans and lease financing receivables:            
  Loans and leases held for sale         37,950  
  Loans and leases, net of unearned income   238,918        
  LESS: Allowance for loan and lease losses   2,248        
  Loans and leases, net of unearned income and allowance         236,670  
Trading Assets         5,267  
Premises and fixed assets (including capitalized leases)         3,910  
Other real estate owned         443  
Investments in unconsolidated subsidiaries and associated companies         346  
Intangible assets            
  Goodwill         8,800  
  Other intangible assets         16,333  
Other assets         19,760  
       
 
Total assets       $ 415,859  
       
 
LIABILITIES            
Deposits:            
  In domestic offices       $ 298,672  
    Noninterest-bearing   80,549        
    Interest-bearing   218,123        
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         30,514  
    Noninterest-bearing   4        
    Interest-bearing   30,510        
Federal funds purchased and securities sold under agreements to repurchase:            
  Federal funds purchased in domestic offices         3,648  
  Securities sold under agreements to repurchase         6,066  
Trading liabilities         4,376  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)         4,184  
Subordinated notes and debentures         9,596  
Other liabilities         21,394  
       
 
Total liabilities       $ 378,450  

Minority interest in consolidated subsidiaries
 
 
 
 
56
 
             

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EQUITY CAPITAL
 
 
 
 
 
 
Perpetual preferred stock and related surplus         0  
Common stock         520  
Surplus (exclude all surplus related to preferred stock)         24,711  
Retained earnings         12,231  
Accumulated other comprehensive income         (109 )
Other equity capital components         0  
       
 
Total equity capital         37,353  
       
 
Total liabilities, minority interest, and equity capital       $ 415,859  
       
 

I, Karen B. Martin, Vice President 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.

Karen B. Martin
Vice President

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
Avid Modjtabai    

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