EX-25.1 9 a2174891zex-25_1.htm EX-25.1

EXHIBIT 25.1

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

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

1445 Ross Ave., 2nd Floor
Dallas, Texas
(Address of principal executive offices)
 
75202
(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
(State or other jurisdiction of
incorporation or organization)		   27-0005456
20-1805917
(I.R.S. employer
identification no.)

81/2% Senior Notes due 2016
(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 6th day of December, 2006.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
By:
/s/  NANCYE PATTERSON      
Nancye Patterson

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Exhibit 6

December 6, 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 September 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       $ 12,568
  Interest-bearing balances         2,329
Securities:          
  Held-to-maturity securities         0
  Available-for-sale securities         47,734
Federal funds sold and securities purchased under agreements to resell:          
  Federal funds sold in domestic offices         4,359
  Securities purchased under agreements to resell         1,055
Loans and lease financing receivables:          
  Loans and leases held for sale         39,455
  Loans and leases, net of unearned income   240,414      
  LESS: Allowance for loan and lease losses   2,226      
  Loans and leases, net of unearned income and allowance         238,188
Trading Assets         3,850
Premises and fixed assets (including capitalized leases)         4,012
Other real estate owned         482
Investments in unconsolidated subsidiaries and associated companies         374
Intangible assets          
  Goodwill         8,912
  Other intangible assets         18,523
Other assets         18,966
       
Total assets       $ 400,807
       
LIABILITIES          
Deposits:          
  In domestic offices       $ 284,509
    Noninterest-bearing   77,344      
    Interest-bearing   207,165      
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         32,180
    Noninterest-bearing   8      
    Interest-bearing   32,172      
Federal funds purchased and securities sold under agreements to repurchase:          
  Federal funds purchased in domestic offices         3,274
  Securities sold under agreements to repurchase         6,805
Trading liabilities         2,957
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)         4,705
Subordinated notes and debentures         10,580
           

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Other liabilities         16,959
       
Total liabilities       $ 361,969
Minority interest in consolidated subsidiaries         58

EQUITY CAPITAL
 
 
 
 
 
Perpetual preferred stock and related surplus         0
Common stock         520
Surplus (exclude all surplus related to preferred stock)         24,751
Retained earnings         13,150
Accumulated other comprehensive income         359
Other equity capital components         0
       
Total equity capital         38,780
       
Total liabilities, minority interest, and equity capital       $ 400,807
       

I, Karen B. Nelson, 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. Nelson
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
Carrie Tolstedt		   Directors

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