10-K/A 1 a08-13756_110ka.htm 10-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007.

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from                  to                 .

 

Commission File Number 001-31239

 

 

MARKWEST ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

27-0005456

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

1515 Arapahoe Street, Tower 2, Suite 700, Denver, CO 80202-2126

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 303-925-9200

 

Securities registered pursuant to Section 12(b) of the Act:  Common units representing limited partner interests, New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

 

Indicate by check mark if the registrant is not required file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

 

The aggregate market value of common units held by non-affiliates of the registrant on June 29, 2007 was approximately $1.1 billion.

 

As of February 28, 2008, the number of the registrant’s common units were 50,876,295.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2008, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

 

 


 

Explanatory Note

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) to MarkWest Energy Partners, L.P.’s (the “Partnership,” “we” or “us”) Annual Report on Form 10-K for the year ended December 31, 2007, originally filed on February 29, 2008 (Commission File No. 001-31239 or the “Original Filing”), is being filed to address comments made by the SEC in connection with the commission’s review of the Original Filing.  The Amendment includes in Part IV, Item 15(b), revised Exhibits 10.29 and 10.33, both of which we filed in the Original Filing with a request for confidential treatment.  In response to the commission’s review, we are including certain portions of those agreements that were omitted from the Original Filing.

 

This Amendment does not update any other disclosure to reflect events occurring after the filing of the original Form 10-K.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we have restated in its entirety each item of the original Form 10-K affected by this Amendment.

 

2


 

PART IV

 

ITEM 15.  Exhibits and Financial Statement Schedules

 

(b)                                 Exhibits

 

Exhibit Number

 

Description

 

 

 

2.1(2)

 

Purchase Agreement dated as of March 24, 2003, among PNG Corporation, Energy Spectrum Partners LP, MarkWest Texas GP, L.L.C., MW Texas Limited, L.L.C. and MarkWest Energy Partners, L.P.

 

 

 

2.2(2)

 

Plan of Merger entered into as of March 28, 2003, by and among MarkWest Blackhawk L.P., MarkWest Pinnacle L.P., MarkWest PNG Utility L.P., MarkWest Texas PNG Utility L.P., Pinnacle Natural Gas Company, Pinnacle Pipeline Company, PNG Transmission Company, PNG Utility Company and Bright Star Gathering, Inc.

 

 

 

2.3(3)

 

Asset Purchase-and-Sale Agreement dated as of November 18, 2003, by and between American Central Western Oklahoma Gas Company, L.L.C., MarkWest Western Oklahoma Gas Company, L.L.C. and American Central Gas Technologies, Inc.

 

 

 

2.4(4)

 

Purchase and Sale Agreement, dated as of November 7, 2003, by and between Shell Pipeline Company, LP and Equilon Enterprises L.L.C., dba Shell Oil Products US, and MarkWest Michigan Pipeline Company, L.L.C.

 

 

 

2.5(8)

 

Asset Purchase and Sale Agreement and addendum, thereto, dated as of July 1, 2004, by and between American Central Eastern Texas Gas Company Limited Partnership, ACGC Gathering Company, L.L.C. and MarkWest Energy East Texas Gas Company’s L.P.

 

 

 

2.6(15)

 

Purchase and Sale Agreement effective as of January 1, 2005 between MarkWest Energy Partners L.P. and Enterprise Products Operating L.P.

 

 

 

2.7(16)

 

Purchase and Sale Agreement, dated as of September 16, 2005, by and between El Paso Corporation, as seller, and MarkWest Energy Partners, L.P. as buyer.

 

 

 

2.8(16)

 

Purchase and Sale Agreement, dated as of September 16, 2005, by and between Kerr McGee Corp., KM Investment Corp., and Javelina Holdings Corp., as joint sellers, and MarkWest Energy Partners, L.P. as buyer.

 

 

 

2.9(16)

 

Purchase and Sale Agreement, dated as of September 16, 2005, by and between Valero Energy Corp., and Valero Javelina, L.P., as sellers, and MarkWest Energy Partners, L.P. as buyer.

 

 

 

2.10(31)

 

Agreement and Plan of Redemption and Merger dated September 5, 2007 by and among MarkWest Hydrocarbon, Inc. MarkWest Energy Partners, L.P. and MWEP, L.L.C.

 

 

 

3.1(1)

 

Certificate of Limited Partnership of MarkWest Energy Partners, L.P.

 

 

 

3.2(5)

 

Amended and Restated Agreement of Limited Partnership of MarkWest Energy Partners, L.P., dated as of May 24, 2002.

 

 

 

3.3(1)

 

Certificate of Formation of MarkWest Energy Operating Company, L.L.C.

 

 

 

3.4(5)

 

Amended and Restated Limited Liability Company Agreement of MarkWest Energy Operating Company, L.L.C., dated as of May 24, 2002.

 

 

 

3.5(1)

 

Certificate of Formation of MarkWest Energy GP, L.L.C.

 

 

 

3.6(5)

 

Amended and Restated Limited Liability Company Agreement of MarkWest Energy GP, L.L.C., dated as of May 24, 2002.

 

 

 

3.7(12)

 

Amendment No. 1 to Amended and Restated Limited Partnership Agreement MarkWest Energy Partners, L.P.

 

 

 

3.8(23)

 

Amendment No. 2 to Amended and Restated Limited Partnership Agreement MarkWest Energy Partners, L.P.

 

 

 

3.9(28)

 

Amendment No. 3 to Amended and Restated Limited Partnership Agreement MarkWest Energy Partners, L.P.

 

3


 

Exhibit Number

 

Description

4.1(6)

 

Purchase Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers.

 

 

 

4.2(6)

 

Registration Rights Agreement dated as of June 13, 2003, by and among MarkWest Energy Partners, L.P. and Tortoise Capital Advisors, LLC as attorney-in-fact for the Purchasers.

 

 

 

4.3(8)

 

Unit Purchase Agreement dated as of July 29, 2004 among MarkWest Energy Partners, L.P., and MarkWest Energy GP, L.L.C. and each of Kayne Anderson Energy Fund II, L.P., and MarkWest Energy GP, L.L.C. and each of Kayne Anderson Energy Fund II, L.P., Kayne Anderson Capital Income Partners, L.P., Kayne Anderson MLP Fund, L.P., Kayne Anderson Capital Income Fund, LTD., Kayne Anderson Income Partners, L.P., HFR RV Performance Master Trust, Tortoise Energy Infrastructure Corporation and Energy Income and Growth Fund as Purchasers.

 

 

 

4.4(8)

 

Registration Rights Agreement dated as of July 29, 2004, among MarkWest Energy Partners, L.P., and each of Kayne Anderson Energy Fund II, L.P., Kayne Anderson Capital Income Fund, LTD., Kayne Anderson Income Partners, L.P., HFR RV Performance Master Trust, Tortoise Energy Infrastructure Corporation and Energy Income and Growth Fund.

 

 

 

4.5(10)

 

Purchase Agreement dated October 19, 2004, among MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, the Guarantors named therein and the Initial Purchasers named therein.

 

 

 

4.6(10)

 

Registration Rights Agreement dated October 25, 2004, among MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, the Guarantors named therein and the Initial Purchasers named therein.

 

 

 

4.7(10)

 

Indenture dated as of October 25, 2004, among MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee.

 

 

 

4.8(10)

 

Form of 6.875% Series A Senior Notes due 2014 with attached notation of Guarantees (incorporated by Reference to Exhibits A and D of Exhibit 4.7 hereto)

 

 

 

4.9(17)

 

Registration Rights Agreement, dated as of November 9, 2005

 

 

 

4.10(17)

 

Unit Purchase Agreement, dated as of November 9, 2005

 

 

 

4.11(18)

 

Registration Rights Agreement, dated as of December 23, 2005

 

 

 

4.12(18)

 

Unit Purchase Agreement, dated as of December 23, 2005

 

 

 

4.13(24)

 

Registration Rights Agreement dated as of July 6, 2006 among MarkWest Energy Partners, L.P., with MarkWest Energy Finance Corporation as the Issuers, the Guarantors named therein, and each of RBC Capital Markets Corporation, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc., Credit Suisse Securities (USA) LLC, Fortis Securities LLC, Mizuho International plc, Piper Jaffray & Co. and SG Americas Securities, LLC collectively as Initial Purchasers.

 

 

 

4.14(24)

 

Indenture dated as of July 6, 2006, among MarkWest Energy Partners, L.P., MarkWest Energy Finance Corporation, as Issuers, the Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee.

 

 

 

4.15(24)

 

Form of 8.5% Series A and Series B Senior Notes due 2016 with attached notation of Guarantees (incorporated by Reference to Exhibits A and D of Exhibit 4.11 hereto.

 

 

 

4.16(25)

 

Registration Rights Agreement dated as of October 20, 2006 among MarkWest Energy Partners, L.P., with MarkWest Energy Finance Corporation as the Issuers, the Guarantors named therein, and RBC Capital Markets as the Initial Purchaser.

 

 

 

4.17(30)

 

Unit Purchase Agreement dated April 9, 2007 by and among MarkWest Energy Partners, L.P., MarkWest Energy G.P., L.L.C., and each of Kayne Anderson MLP Investment Company, GPS Income Fund, L.P., GPS High Yield Equities Fund, L.P., GPS New Equity Fund, L.P., Agile Performance Fund, L.L.C., Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital Corporation, Royal Bank of Canada, Structured Finance Americas, L.L.C., The Cushing MLP Opportunity Fund I, L.P., and ZLP Fund, L.P. as purchasers.

 

 

 

4.18(30)

 

Registration Rights Agreement dated April 9, 2007 by and between MarkWest Energy Partners, L.P., and each of Kayne Anderson MLP Investment Company, GPS Income Fund, L.P., GPS High Yield Equities Fund, L.P., GPS New Equity Fund, L.P., Agile Performance Fund, L.L.C., Tortoise Energy Infrastructure Corporation, Tortoise Energy Capital Corporation, Royal Bank of Canada, Structured Finance Americas, L.L.C., The Cushing MLP Opportunity Fund I, L.P., and ZLP Fund, L.P. as purchasers.

 

4


 

Exhibit Number

 

Description

 4.19(36)

 

Unit Purchase Agreement, dated as of December 18, 2007

 

 

 

 4.20(36)

 

Registration Rights Agreement, dated as of December 18, 2007

 

 

 

10.1(5)

 

Credit Agreement dated as of May 20, 2002, among MarkWest Energy Operating Company, L.L.C (as the Borrower), MarkWest Energy Partners, L.P. (as a Guarantor), Bank of America (as Administrative Agent), and Lenders Party Hereto $60,000,000 Senior Credit Facility, and Banc of America Securities, L.L.C. as sole lead arranger and book manager.

 

 

 

10.2(3)

 

Amended and Restated Credit Agreement dated as of December 1, 2003, among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Bank One, NA, as Syndication Agent, Fortis Capital Corp., as Documentation Agent, to the $140,000,000 Senior Credit Facility.

 

 

 

10.3(5)

 

Contribution, Conveyance and Assumption Agreement dated as of May 24, 2002, by and among MarkWest Energy Partners, L.P.; MarkWest Energy Operating Company, L.L.C.; MarkWest Energy GP, L.L.C.; MarkWest Michigan, Inc.; MarkWest Energy Appalachia, L.L.C.; West Shore Processing Company, L.L.C.; Basin Pipeline, L.L.C.; and MarkWest Hydrocarbon, Inc.

 

 

 

10.4(5)

 

MarkWest Energy Partners, L.P. Long-Term Incentive Plan.

 

 

 

10.5(5)

 

First Amendment to MarkWest Energy Partners, L.P. Long-Term Incentive Plan.

 

 

 

10.6(5)

 

Omnibus Agreement dated of May 24, 2002, among MarkWest Hydrocarbon, Inc.; MarkWest Energy GP, L.L.C.; MarkWest Energy Partners, L.P.; and MarkWest Energy Operating Company, L.L.C.

 

 

 

10.7(5)+

 

Fractionation, Storage and Loading Agreement dated as of May 24, 2002, between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

10.8(5)+

 

Gas Processing Agreement dated as of May 24, 2002, by and between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

10.9(5)+

 

Pipeline Liquids Transportation Agreement dated as of May 24, 2002, by and between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

10.10(5)

 

Natural Gas Liquids Purchase Agreement dated as of May 24, 2002, by and between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

10.11+

 

Gas Processing Agreement (Maytown) dated as of May 28, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc.

 

 

 

10.12+

 

Amendment to Gas Processing Agreement (Maytown) dated as of March 26, 2002, between Equitable Production Company and MarkWest Hydrocarbon, Inc.

 

 

 

10.13(7)

 

Services Agreement dated January 1, 2004 between MarkWest Energy GP, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

10.14(8)

 

Second Amended and Restated Credit Agreement dated as of July 30, 2004 among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Fortis Capital Corp., as Syndication Agent, Bank One, NA, as Documentation Agent and Societe Generale, as Documentation Agent to the $315,000,000 Senior Credit Facility.

 

 

 

10.15(8)

 

First Amendment to the Second Amended and Restated Credit Agreement dated as of August 20, 2004, among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Fortis Capital Corp., as Syndication Agent, Bank One, NA, as Documentation Agent and Societe Generale, as Documentation Agent.

 

 

 

10.16(11)

 

Third Amended and Restated Credit Agreement dated as of October 25, 2004 among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Bank One, N.A., as Syndication Agent, Fortis Capital Corp., as Documentation Agent, U.S. Bank National Association, as Documentation Agent, Societe Generale, as Documentation Agent, and Wachovia Bank, National Association, as Documentation Agent, RBC Capital Markets and J.P. Morgan Securities Inc., as Lead Arrangers and Joint Bookrunners, to the $200,000,000 Senior Credit Facility.

 

 

 

10.18(14)r

 

Executive Employment Agreement effective September 5, 2007 between MarkWest Hydrocarbon, Inc. and Frank Semple.

 

5


 

Exhibit Number

 

Description

10.19(19)

 

Fourth Amended and Restated Credit Agreement, dated as of November 1, 2005, among MarkWest Energy Operating Company, L.L.C., as borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, JP Morgan Chase Bank, N.A., as Co-Syndication Agent, Fortis Capital Corp., as Co-Syndication Agent, Societe Generale, as Co-Documentation Agent, Wachovia Bank, National Association, as Co-Documentation Agent and RBC Capital Markets, as Sole Lead Arranger and Bookrunner to the $100,000,000 Revolver Facility and $400,000 Term Loan.

 

 

 

10.20(20)

 

Fifth amended and restated credit agreement dated as of December 29, 2005, among MarkWest Energy Operating Company, L.L.C., as Borrower, MarkWest Energy Partners, L.P., as Guarantor, Royal Bank of Canada, as Administrative Agent, Bank One, N.A., as Syndication Agent, Forties Capital Corp., as Documentation Agent, U.S. Bank National Association, as Documentation Agent, Society General, as Documentation Agent, and Wachovia Bank, National Association, as Documentation Agent, RBC Capital Markets and J.P. Morgan Securities Inc., as Lead Arrangers and Joint Bookrunners, to the $615,000,000 Senior Credit Facility.

 

 

 

10.21(26)

 

Office Lease Agreement, dated April 19, 2006, by and between Park Central Property LLC, the landlord, and MarkWest Energy Partners, L.P., the tenant.

 

 

 

10.22(14)r

 

Form of Executive Employment Agreement effective September 5, 2007 between MarkWest Hydrocarbon, Inc. and Nancy K. Buese, C. Corwin Bromley, John C. Mollenkopf and Randy S. Nickerson.

 

 

 

10.23(29)

 

Form of Indemnification Agreement between MarkWest Energy Partners, LLP and each Non-employee Director and the following Officers of the Company: Frank Semple, President and Chief Executive Officer; Nancy Buese, Senior Vice President and Chief Financial Officer; Randy Nickerson, Senior Vice President and Chief Commercial Officer; John Mollenkopf, Senior Vice President and Chief Operations Officer; C. Corwin Bromley, Senior Vice President, General Counsel and Secretary; David Young, Senior Vice President of Corporate Services; Richard Ostberg, Vice President of Risk and Compliance, and Andrew Schroeder, Vice President and Treasurer dated as of January 26, 2007.

 

 

 

10.24(31)

 

Exchange Agreement dated September 5, 2007 by and among MarkWest Energy Partners, L.P., MarkWest Hydrocarbon, Inc., and MarkWest Energy, GP L.L.C.

 

 

 

10.25(31)

 

Voting Agreement dated September 5, 2007 by and among MarkWest Energy Partners, L.P. and the Fox Family Holders.

 

 

 

10.26(34)+

 

Hydrogen Supply Agreement dated September 28, 2007, by and between MarkWest Blackhawk, L.P. and CITGO Refining and Chemicals Company L.P.

 

 

 

10.27(32)

 

Amended and Restated Class B Membership Interest Contribution Agreement dated October 26, 2007 by and among MarkWest Energy Partners, L.P. and John M. Fox, Donald C. Heppermann, Frank M. Semple, Nancy K. Buese, Randy S. Nickerson, John C. Mollenkopf, C. Corwin Bromley, Andrew L. Schroeder, Jan Kindrick, Cindy Kindrick, Kevin Kubat and Art Denney as the Sellers.

 

 

 

10.28(33)

 

Amended and Restated Form of Indemnification Agreement dated October 26, 2007 by and between MarkWest Energy Partners, L.P. and each non-employee director and executive officer of the General Partner, including the following named executive officers: Frank Semple, President and Chief Executive Officer; Nancy Buese, Senior Vice President and Chief Financial Officer; Randy Nickerson, Senior Vice President and Chief Commercial Officer; John Mollenkopf, Senior Vice President and Chief Operations Officer; C. Corwin Bromley, Senior Vice President, General Counsel and Secretary and Andrew Schroeder, Vice President and Treasurer.

 

 

 

10.29*+

 

Gas Processing Agreement dated as of November 1, 2007, by and between MarkWest Javelina Company and CITGO Refining and Chemicals Company, L.P.

 

 

 

10.30(37)+

 

Amendment to Gas Processing Agreement dated as of December 11, 2007, by and between MarkWest Javelina Company and CITGO Refining and Chemicals Company, L.P.

 

 

 

10.31(35)

 

Amended Class B Membership Interest Contribution Agreement dated as of October 26, 2007, to Agreement and Plan of Redemption and Merger by and among the Partnership, MarkWest Hydrocarbon, Inc. and MWEP, L.L.C.

 

 

 

10.32(37)

 

Omnibus Termination Agreement dated as of November 16, 2007, by and between MarkWest Energy Appalachia, L.L.C. and Equitable Production Company and Equitable Gathering LLC

 

6


 

Exhibit Number

 

Description

10.33*+

 

Natural Gas Liquids Transportation, Fractionation, and Marketing Agreement dated as of November 16, 2007, by and between MarkWest Energy Appalachia, L.L.C. and Equitable Gathering LLC

 

 

 

10.34(37)

 

Assignment and Bill of Sale and Assumption Agreement dated as of November 16, 2007, by and between MarkWest Energy Appalachia, L.L.C. and Equitable Production Company and Equitable Gathering LLC

 

 

 

10.35(37)+

 

Second Amendment to the Gas Processing Agreement dated as of December 26, 2007, by and between MarkWest Energy Appalachia, L.L.C. and MarkWest Hydrocarbon, Inc.

 

 

 

16.1(22)

 

Changes in registrants certifying accountants. MarkWest Energy Partners, L.P. dismissed KPMG LLP as the Partnership’s independent registered public accounting firm and engaged Deloitte & Touche LLP as its new independent registered public accounting firm.

 

 

 

21.1(37)

 

List of subsidiaries

 

 

 

23.1(37)

 

Consent of Deloitte & Touche LLP

 

 

 

23.2(37)

 

Consent of PricewaterhouseCoopers LLP

 

 

 

31.1*

 

Chief Executive Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act

 

 

 

31.2*

 

Chief Financial Officer Certification Pursuant to Section 13a-14 of the Securities Exchange Act

 

 

 

32.1*

 

Certification of Chief Executive Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2*

 

Certification of Chief Financial Officer of the General Partner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1)                                  Incorporated by reference to the Registration Statement (No. 33-81780) on Form S-1 filed January 31, 2002.

 

(2)                                  Incorporated by reference to the Current Report on Form 8-K filed April 14, 2003.

 

(3)                                  Incorporated by reference to the Current Report on Form 8-K filed December 16, 2003.

 

(4)                                  Incorporated by reference to the Current Report on Form 8-K filed December 31, 2003.

 

(5)                                  Incorporated by reference to the Current Report on Form 8-K filed June 7, 2002.

 

(6)                                  Incorporated by reference to the Current Report on Form 8-K filed June 19, 2003.

 

(7)                                  Incorporated by reference to the Annual Report on Form 10-K filed March 15, 2004.

 

(8)                                  Incorporated by reference to the Current Report on form 8-K/A filed September 13, 2004.

 

(9)                                  Incorporated by reference to the Current Report on Form 8-K filed September 20, 2004.

 

(10)                            Incorporated by reference to the Current Report on Form 8-K filed October 25, 2004.

 

(11)                            Incorporated by reference to the Current Report on Form 8-K filed October 29, 2004.

 

(12)                            Incorporated by reference to the Current Report on Form 8-K filed January 6, 2005.

 

(13)                            Incorporated by reference to the Quarterly Report of MarkWest Hydrocarbon, Inc. on Form 10-Q filed November 13, 1997.

 

(14)                            Incorporated by reference to the Current Report on Form 8-K filed September 11, 2007.

 

(15)                            Incorporated by reference to the Current Report on Form 8-K filed April 6, 2005.

 

(16)                            Incorporated by reference to the Current Report on Form 8-K filed September 21, 2005.

 

7


 

(17)                            Incorporated by reference to the Current Report on Form 8-K filed November 16, 2005.

 

(18)                            Incorporated by reference to the Current Report on Form 8-K/A filed December 29, 2005.

 

(19)                            Incorporated by reference to the Current Report on Form 8-K filed November 7, 2005.

 

(20)                            Incorporated by reference to the Current Report on Form 8-K filed January 5, 2006.

 

(21)                            Incorporated by reference to the Current Report on Form 8-K filed March 1, 2004.

 

(22)                            Incorporated by reference to the Current Report on Form 8-K filed September 23, 2005.

 

(23)                            Incorporated by reference to the Current Report on Form 8-K filed June 15, 2005.

 

(24)                            Incorporated by reference to the Current Report on Form 8-K filed July 7, 2006.

 

(25)                            Incorporated by reference to the Current Report on Form 8-K filed October 24, 2006.

 

(26)                            Incorporated by reference to the Current Report on Form 8-K filed April 25, 2006.

 

(27)                            Incorporated by reference to the Current Report on Form 8-K filed November 1, 2006.

 

(28)                            Incorporated by reference to the Current Report on Form 8-K filed January 31, 2007.

 

(29)                            Incorporated by reference to the Annual Report on Form 10-K filed March 7, 2007.

 

(30)                            Incorporated by reference to the Current Report on Form 8-K filed April 11, 2007.

 

(31)                            Incorporated by reference to the Current Report on Form 8-K filed September 6, 2007.

 

(32)                            Incorporated by reference to the Current Report on Form 8-K filed November 13, 2007.

 

(33)                            Incorporated by reference to the Current Report on Form 8-K filed November 1, 2007.

 

(34)                            Incorporated by reference to the Quarterly Report on Form 10-Q filed November 8, 2007.

 

(35)                            Incorporated by reference to the Current Report on Form 8-K filed November 13, 2007.

 

(36)                            Incorporated by reference to the Current Report on Form 8-K filed December 19, 2007.

 

(37)                            Incorporated by reference to the Annual Report on Form 10-K filed February 29, 2008.

 

+                                         Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested and has been filed separately with the Securities and Exchange Commission.

 

*                                         Filed herewith.

 

r                                   Identifies each management contract or compensatory plan or arrangement.

 

8


 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MarkWest Energy Partners, L.P.

 

 

 

(Registrant)

 

 

By:

MarkWest Energy GP, L.L.C.,

 

 

Its

General Partner

 

 

 

Date: May 7, 2008

 

By:

/s/ FRANK M. SEMPLE

 

 

 

Frank M. Semple

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities with MarkWest Energy GP, L.L.C., the General Partner of MarkWest Energy Partners, L.P., the Registrant, and on the dates indicated.

 

Date: May 7, 2008

 

By:

/s/ FRANK M. SEMPLE

 

 

 

Frank M. Semple

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Date: May 7, 2008

 

By:

/s/ NANCY K. BUESE

 

 

 

Nancy K. Buese

 

 

 

Senior Vice President & Chief Financial Officer

 

 

 

(Principal Financial Officer and

 

 

 

Principal Accounting Officer)

 

Date:

 

By:

 

 

 

 

John M. Fox

 

 

 

Chairman of the Board and Director

 

Date: May 7, 2008

 

By:

/s/ Keith E. Bailey

 

 

 

Keith E. Bailey

 

 

 

Director

 

Date: May 7, 2008

 

 

/s/ MICHAEL L. BEATTY

 

 

 

Michael L. Beatty

 

 

 

Director

 

Date: May 7, 2008

 

By:

/s/ CHARLES K. DEMPSTER

 

 

 

Charles K. Dempster

 

 

 

Director

 

Date: May 7, 2008

 

By:

/s/ DONALD C. HEPPERMANN

 

 

 

Donald C. Heppermann

 

 

 

Director

 

Date: May 7, 2008

 

By:

/s/ WILLIAM A. KELLSTROM

 

 

 

William A. Kellstrom

 

 

 

Director

 

9


 

Date:

 

 

 

 

 

 

Anne E. Mounsey

 

 

 

Director

 

Date: May 7, 2008

 

By:

/s/ WILLIAM P. NICOLETTI

 

 

 

William P. Nicoletti

 

 

 

Director

 

Date: May 7, 2008

 

 

/s/ DONALD D. WOLF

 

 

 

Donald D. Wolf

 

 

 

Director

 

10