EXHIBIT 1.1 MARKWEST ENERGY PARTNERS, L.P. 2,100,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTMarkwest Energy Partners L P • June 7th, 2002 • Crude petroleum & natural gas • Michigan
CREDIT AGREEMENTCredit Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
EXHIBIT 3.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Colorado
AGREEMENT OF LIMITED PARTNERSHIP OF MARKWEST ENERGY PARTNERS, L.P.Markwest Energy Partners L P • January 31st, 2007 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARKWEST ENERGY PARTNERS, L.P. dated effective as of February 28, 2007, is entered into by and among MarkWest Energy GP, L.L.C., a Delaware limited liability company, as the General Partner, MarkWest Michigan, Inc., a Delaware corporation, as an Initial Limited Partner, and MarkWest Hydrocarbon, Inc., a Delaware corporation, as the Organizational Limited Partner, (MarkWest Michigan, Inc. merged with and into MarkWest Hydrocarbon, Inc. effective December 28, 2006, with MarkWest Hydrocarbon, Inc. remaining as the surviving entity), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
EXHIBIT 10.5 OMNIBUS AGREEMENTOmnibus Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas
CREDIT AGREEMENTCredit Agreement • May 14th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2004 • Markwest Energy Partners L P • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated October 25, 2004 (the "Agreement") is entered into by and among MarkWest Energy Partners L.P., a limited partnership organized under the laws of the State of Delaware (the "Partnership"), MarkWest Energy Finance Corporation, a corporation organized under the laws of the State of Delaware ("Finance Corp" and, together with the Partnership, the "Issuers"), the guarantors listed in Schedule 1 hereto (the "Guarantors"), and J.P. Morgan Securities Inc. ("JPMorgan"), RBC Capital Markets Corporation, Fortis Securities LLC, Jefferies & Company, Inc., Lehman Brothers Inc., Piper Jaffrey & Co., SG Americas Securities, LLC and Wachovia Capital Markets (collectively, the "Initial Purchasers").
MARKWEST ENERGY PARTNERS, L.P. and MARKWEST ENERGY FINANCE CORPORATION, as Issuers, the SUBSIDIARY GUARANTORS party hereto, and WELLS FARO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 2, 2010 Debt SecuritiesIndenture • November 3rd, 2010 • Markwest Energy Partners L P • Crude petroleum & natural gas
THIS INDENTURE dated as of November 2, 2010 is among MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), MarkWest Energy Finance Corporation, a Delaware corporation (“Finance Corporation” and, together with the Partnership, the “Issuers”), the Subsidiary Guarantors (as defined herein) party hereto, and Wells Fargo Bank, National Association, a, as trustee (the “Trustee).
RECITALSConveyance and Assumption Agreement • May 1st, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Colorado
MARKWEST ENERGY PARTNERS, L.P. 8,500,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT November 13, 2012Underwriting Agreement • November 19th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • New York
MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to you (the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 8,500,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”). The Partnership also proposes to issue and sell to the Underwriters not more than an additional 1,275,000 Common Units (the “Additional Units” and together with the Firm Units, the “Units”) if and to the extent the Underwriters shall have determined to exercise
EXHIBIT 3.1 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARKWEST ENERGY PARTNERS, L.P. TABLE OF CONTENTSAgreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
MARKWEST ENERGY PARTNERS, L.P. MARKWEST ENERGY FINANCE CORPORATION Underwriting AgreementUnderwriting Agreement • June 2nd, 2015 • Markwest Energy Partners L P • Crude petroleum & natural gas • New York
MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and MarkWest Energy Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters listed in Schedule III hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $1,200,000,000 aggregate principal amount of their 4.875% Senior Notes due 2025 (the “Notes”). The Notes will be issued pursuant to the Indenture (the “Base Indenture”) dated as of November 2, 2010 among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). The term “Indenture,” as used herein means the Base Indenture, as amended and supplemented by the Fifteenth Supplemental Indenture (the “Fifteen
MARKWEST ENERGY PARTNERS, L.P. 2,000,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Missouri
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARKWEST ENERGY PARTNERS, L.P.Markwest Energy Partners L P • February 21st, 2008 • Crude petroleum & natural gas • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARKWEST ENERGY PARTNERS, L.P. dated effective as of February 21, 2008, is entered into by and among MarkWest Energy GP, L.L.C., a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, and MarkWest Hydrocarbon, Inc., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
PURCHASE AND SALE AGREEMENT (JAVELINA)Purchase and Sale Agreement • September 21st, 2005 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT, dated as of September 16, 2005, is by and between El Paso Corporation, a Delaware corporation (the “Seller”), and MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Buyer”).
GENERAL TERMS AND CONDITIONS ATTACHED TO AND MADE A PART OF THAT CERTAIN GAS PROCESSING AGREEMENT BETWEEN MARKWEST HYDROCARBON, INC., AS "MARKWEST" AND MARKWEST ENERGY APPALACHIA, L.L.C., AS "MEA" DATED:Gas Processing Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas
VOTING AGREEMENTVoting Agreement • November 17th, 2015 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 16, 2015, is entered into by and among MPLX LP, a Delaware limited partnership (“Parent”), MPLX GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Sapphire Holdco LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), and each of the Persons set forth on Schedule A hereto (each, a “Unitholder”), as investment adviser, manager or general partner on behalf of various record and beneficial owners. All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
MARKWEST ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 19th, 2014 • Markwest Energy Partners L P • Crude petroleum & natural gas • New York
MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), MarkWest Energy Operating Company, L.L.C., a Delaware limited liability company (the “Operating Company” and, together with the Partnership, the “MarkWest Parties”), and M&R MWE Liberty, LLC, a Delaware limited liability company (the “Selling Unitholder”), hereby confirm their agreement (this “Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC (each a “Manager” and collectively the “Managers”) as follows:
83/4% SENIOR NOTES DUE 2018Markwest Energy Partners L P • March 2nd, 2009 • Crude petroleum & natural gas • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of September 15, 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.
LIMITED LIABILITY COMPANY AGREEMENT of MARKWEST UTICA EMG, L.L.C. Dated December 29, 2011 to be effective as of January 1, 2012Limited Liability Company Agreement • February 28th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of MarkWest Utica EMG, L.L.C., a Delaware limited liability company (the "Company"), is entered into as of December 29, 2011, to be effective as of January 1, 2012, by and among MarkWest Utica Operating Company, L.L.C., a Delaware limited liability company ("MWE Operating Company"), EMG Utica, LLC, a Delaware limited liability company ("EMG"), and such other Persons who may become Members of the Company from time to time pursuant hereto.
81/2% SENIOR NOTES DUE 2016Markwest Energy Partners L P • March 2nd, 2009 • Crude petroleum & natural gas • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of April 25, 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.
By: /S/ GERALD A. TYWONIUK ----------------------------------- Name: Gerald A. Tywoniuk Title: Senior Vice President and Chief Financial Officer GENERAL TERMS AND CONDITIONS ATTACHED TO AND MADE A PART OF THAT CERTAIN NATURAL GAS LIQUIDS PURCHASE...Gas Liquids Purchase Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Colorado
AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2015 among MPLX LP, MPLX GP LLC, Marathon Petroleum Corporation, Sapphire Holdco LLC, and MarkWest Energy Partners, L.P.Agreement and Plan of Merger • July 13th, 2015 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2015 (this “Agreement”), is by and among MarkWest Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), MPLX LP, a Delaware limited partnership (“Parent”), MPLX GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), solely for purposes of Section 5.15, Marathon Petroleum Corporation, a Delaware corporation and the ultimate parent of Parent GP (“MPC”), and Sapphire Holdco LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub” and, with MPC, Parent and Parent GP, the “Parent Entities”). Certain terms used in this Agreement are defined in Section 8.11.
FRACTIONATION, STORAGE AND LOADING AGREEMENT (Siloam)Storage and Loading Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Colorado
REGISTRATION RIGHTS AGREEMENT by and among MARKWEST ENERGY PARTNERS, L.P. AND THE PURCHASERS PARTY HERETORegistration Rights Agreement • April 11th, 2007 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
This Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Unit Purchase Agreement, dated as of April 9, 2007, by and among MarkWest, MarkWest Energy GP, L.L.C. and the Purchasers (the “Purchase Agreement”). MarkWest has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to Section 2.04(a)(iv) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
UNIT PURCHASE AGREEMENT by and among MARKWEST ENERGY PARTNERS, L.P., MARKWEST ENERGY GP, L.L.C. AND THE PURCHASERS PARTY HERETOUnit Purchase Agreement • December 19th, 2007 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
UNIT PURCHASE AGREEMENT, dated as of December 18, 2007 (this “Agreement”), by and among MARKWEST ENERGY PARTNERS, L.P. (“MarkWest”), MARKWEST ENERGY GP, L.L.C. (“MarkWest GP”) (solely for purposes of Section 6.12) and each of the purchasers set forth on Schedule 2.02 hereof (each a “Purchaser” and collectively, the “Purchasers”).
CREDIT AGREEMENT among MARKWEST ENERGY PARTNERS, L.P., as the Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent WACHOVIA BANK, NATIONAL ASSOCIATION, as Co- Syndication Agent...Credit Agreement • February 21st, 2008 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is entered into as of February 20, 2008, among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent and as L/C Issuer, JPMORGAN CHASE BANK, N.A. as Co-Syndication Agent, WACHOVIA BANK NATIONAL ASSOCIATION, as Co-Syndication Agent, FORTIS CAPITAL CORP., as Co-Documentation Agent, SUNTRUST BANK, as Co-Documentation Agent and U.S. NATIONAL BANK, as Co-Documentation Agent.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Originally dated as of May 20, 2002 and Amended and Restated in its entirety as of December 1, 2003 and Amended and Restated in its entirety as of July 30, 2004 and Amended and Restated in its entirety as...Credit Agreement • November 7th, 2005 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 1, 2005, among MARKWEST ENERGY OPERATING COMPANY, L.L.C., a Delaware limited liability company (the “Borrower”), MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, “Lender”), and ROYAL BANK OF CANADA, as Administrative Agent.
AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2012, among KEYSTONE MIDSTREAM SERVICES, LLC, as the Company, R.E. GAS DEVELOPMENT, LLC, STONEHENGE ENERGY RESOURCES, L.P., and SUMMIT DISCOVERY RESOURCES II, LLC, as the Holders, MARKWEST LIBERTY...Agreement and Plan of Merger • August 6th, 2012 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 7, 2012 (this “Agreement”), is entered into by and among KEYSTONE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (the “Company”), R.E. GAS DEVELOPMENT, LLC, a Delaware limited liability company (“Rex”), STONEHENGE ENERGY RESOURCES, L.P., a Delaware limited partnership (“Stonehenge”), and SUMMIT DISCOVERY RESOURCES II, LLC, a Delaware limited liability company (“Summit,” and together with Rex and Stonehenge, the “Holders”), MARKWEST LIBERTY MIDSTREAM & RESOURCES, L.L.C., a Delaware limited liability company (“Parent”), MARKWEST LIBERTY BLUESTONE, L.L.C., a Delaware limited liability company (“Merger Subsidiary”), and KMS SHAREHOLDER REPRESENTATIVE, LLC, a Delaware limited liability company, in its capacity as Holder Representative (as hereinafter defined).
VOTING AGREEMENT BY AND AMONG MARKWEST ENERGY PARTNERS L.P. AND THE FOX FAMILY HOLDERS DATED AS OF SEPTEMBER 5, 2007Voting Agreement • September 6th, 2007 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
VOTING AGREEMENT, dated as of September 5, 2007 (this "Agreement"), by and among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership ("Energy Partners"), and JOHN M. FOX AND MWHC HOLDING, INC., a Colorado corporation (collectively, the "Stockholders" and, individually, "Stockholder").
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 13th, 2004 • Markwest Energy Partners L P • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 20, 2004, among MARKWEST ENERGY OPERATING COMPANY, L.L.C., a Delaware limited liability company, as borrower (the “Borrower”), MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “MLP”), the undersigned Guarantors (collectively, the “Guarantors”), ROYAL BANK OF CANADA, as Administrative Agent for the Lenders parties to the hereinafter defined Credit Agreement (in such capacity, the “Administrative Agent”), FORTIS CAPITAL CORP., as syndication agent (in such capacity, the “Syndication Agent”), BANK ONE, NA and SOCIETE GENERALE, each as documentation agent (collectively in such capacity, the “Document Agents”), and the undersigned Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2007 • Markwest Energy Partners L P • Crude petroleum & natural gas • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 5th day of September 2007 by and between MarkWest Hydrocarbon, Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado (the “Company”) and Frank M. Semple, residing in Denver, Colorado (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2004 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
This Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Unit Purchase Agreement, dated as of July 29, 2004, by and among MarkWest and the Purchasers (the “Purchase Agreement”). MarkWest has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to Section 2.05(d) of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2008 • Markwest Energy Partners L P • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 21st day of February, 2008, by and among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and each of JOHN M. FOX (“Fox”) and MWHC HOLDING, INC., a Colorado corporation (each, a “Holder” and collectively, the “Holders”).
JOINDER AGREEMENTJoinder Agreement • June 17th, 2011 • Markwest Energy Partners L P • Crude petroleum & natural gas • New York
This JOINDER AGREEMENT (the “Joinder Agreement”) is made as of the 15th day of June, 2011 by and among MARKWEST ENERGY PARTNERS, L.P., a Delaware limited partnership (“Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent (in such capacity, “Administrative Agent”), Issuing Bank and Swingline Lender and CITIBANK, N.A., a national banking association (“New Lender”).
