Exhibit 4.1

 

ELEVENTH SUPPLEMENTAL INDENTURE

 

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 17, 2013, 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”), each of the other parties identified on the signature page hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into (i) an Indenture, dated as of November 2, 2010 (as amended and supplemented by the first supplemental indenture, the third supplemental indenture, the fourth supplemental indenture, the sixth supplemental indenture, the seventh supplemental indenture and the ninth supplemental indenture thereto, the “2020 Notes Indenture”), pursuant to which the Issuers have issued $500,000,000 in aggregate principal amount of 6.75% Senior Notes due 2020 (the “2020 Notes”), (ii) an Indenture, dated as of November 2, 2010 (as amended and supplemented by the second supplemental indenture, the third supplemental indenture, the fourth supplemental indenture, the sixth supplemental indenture, the seventh supplemental indenture and the ninth supplemental indenture thereto, the “2021 Notes Indenture”), pursuant to which the Issuers have issued $500,000,000 in aggregate principal amount of 6.5% Senior Notes due 2021 (the “2021 Notes”), (iii) an Indenture, dated as of November 2, 2010 (as amended and supplemented by the fifth supplemental indenture, the sixth supplemental indenture, the seventh supplemental indenture and the ninth supplemental indenture thereto, the “2022 Notes Indenture”), pursuant to which the Issuers have issued $700,000,000 in aggregate principal amount of 6.25% Senior Notes due 2022 (the “2022 Notes”), (iv) an Indenture, dated as of November 2, 2010 (as amended and supplemented by the eighth supplemental indenture and the ninth supplemental indenture thereto, the “2023A Notes Indenture”) pursuant to which the Issuers have issued $750,000,000 in aggregate principal amount of 5.5% Senior Notes due 2023 (the “2023A Notes”) and (v) an Indenture, dated as of November 2, 2010 (as amended and supplemented by the tenth supplemental indenture thereto, the “2023B Notes Indenture” and, together with the 2020 Notes Indenture, the 2021 Notes Indenture, the 2022 Notes Indenture and the 2023A Notes Indenture, the “Indentures”), pursuant to which the Issuers have issued $1,000,000,000 in aggregate principal amount of 4.5% Senior Notes due 2023 (the “2023B Notes” and, together with the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2023A Notes, the “Notes”);

 

WHEREAS, Section 10.01 of the Indentures provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indentures in order to add Subsidiary Guarantors pursuant to Section 5.13 or 6.01(c) thereof, without the consent of the Holders of the Notes; and

 

WHEREAS, all acts and things prescribed by the Indentures, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

 











 

NOW, THEREFORE, to comply with the provisions of the Indentures and in consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

 

ARTICLE 1

 

This Supplemental Indenture is supplemental to the Indentures and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indentures for any and all purposes.

 

This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee.

 

ARTICLE II

 

From this date, in accordance with Section 5.13 or 6.01(c) of the Indentures and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indentures to the extent provided for in Article XI thereunder.

 

ARTICLE III

 

Except as specifically modified herein, the Indentures and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indentures.

 

The Trustee accepts the amendments of the Indentures effected by this Supplemental Indenture and agrees to execute the trust created by the Indentures as hereby amended, but on the terms and conditions set forth in the Indentures, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indentures as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters.  Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

 

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

 

[NEXT PAGE IS SIGNATURE PAGE]

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

 

	
 
    	
MARKWEST   ENERGY FINANCE  CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   ENERGY PARTNERS, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MARKWEST   HYDROCARBON, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   ENERGY GP, L.L.C.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    


 

Signature Page to Eleventh Supplemental Indenture

 











 

	
 
    	
MASON   PIPELINE LIMITED LIABILITY COMPANY
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Hydrocarbon, Inc.,
    
	
 
    	
 
    	
 
    	
its   Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   ENERGY OPERATING COMPANY, L.L.C.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Partners, L.P.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
					


 

Signature Page to Eleventh Supplemental Indenture

 











 

	
 
    	
MARKWEST   BLACKHAWK, L.L.C.
    
	
 
    	
MARKWEST   ENERGY APPALACHIA, L.L.C.
    
	
 
    	
MARKWEST ENERGY EAST TEXAS GAS   COMPANY, L.L.C.
    
	
 
    	
MARKWEST ENERGY SOUTH TEXAS GAS   COMPANY, L.L.C
    
	
 
    	
MARKWEST   GAS MARKETING, L.L.C.
    
	
 
    	
MARKWEST   GAS SERVICES, L.L.C.
    
	
 
    	
MARKWEST   JAVELINA COMPANY, L.L.C.
    
	
 
    	
MARKWEST   JAVELINA PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST   LIBERTY GAS GATHERING, L.L.C.
    
	
 
    	
MARKWEST   LUFKIN PIPELINE, L.L.C.
    
	
 
    	
MARKWEST   MARKETING, L.L.C.
    
	
 
    	
MARKWEST   MICHIGAN PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST MOUNTAINEER PIPELINE   COPMANY, L.L.C.
    
	
 
    	
MARKWEST   NEW MEXICO, L.L.C.
    
	
 
    	
MARKWEST   OKLAHOMA GAS COMPANY, L.L.C.
    
	
 
    	
MARKWEST   PINNACLE, L.L.C.
    
	
 
    	
MARKWEST   PIPELINE COMPANY, L.L.C.
    
	
 
    	
MARKWEST   PNG UTILITY, L.L.C.
    
	
 
    	
MARKWEST   POWER TEX, L.L.C.
    
	
 
    	
MARKWEST   TEXAS LPG PIPELINE, L.L.C.
    
	
 
    	
MARKWEST   TEXAS PNG UTILITY, L.L.C.
    
	
 
    	
MARKWEST   UTICA OPERATING COMPANY, L.L.C.
    
	
 
    	
WEST   SHORE PROCESSING COMPANY, L.L.C.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Partners, L.P.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    


 

Signature Page to Eleventh Supplemental Indenture

 











 

	
 
    	
MATREX,   L.L.C.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
West   Shore Processing Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member and Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member and Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Partners, L.P.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MARKWEST   MCALESTER, L.L.C.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Oklahoma Gas Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Partners, L.P.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    


 

Signature Page to Eleventh Supplemental Indenture

 











 

	
 
    	
MARKWEST   RANGER PIPELINE COMPANY, L.L.C
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Appalachia, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Operating Company, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   Sole Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy Partners, L.P.,
    
	
 
    	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
MarkWest   Energy GP, L.L.C.,
    
	
 
    	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy K. Buese
    
	
 
    	
Name:
    	
Nancy   Buese
    
	
 
    	
Title:
    	
Senior   Vice President and Chief Financial Officer
    


 

Signature Page to Eleventh Supplemental Indenture

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL  ASSOCIATION, AS TRUSTEE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Patrick Giordano
    
	
 
    	
Name:
    	
Patrick   Giordano
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Eleventh Supplemental Indenture