EXHIBIT 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of June 13,
2003, by and among MarkWest Energy Partners, L.P., a Delaware limited
partnership (“Partners”), and each Person listed on Schedule A
attached hereto (each, an “Investor” and collectively, the “Investors”).


 


This Agreement is made in
connection with the Purchase Agreement, dated as of the date hereof, by and
between Partners  and the Investors (the “Purchase Agreement”).  Partners has agreed to provide the
registration and other rights set forth in this Agreement.  Pursuant to the Purchase Agreement, the
Investors will acquire up to 440,000 Common Units of Partners at Closing and
will have the option, but not the obligation, to purchase additional Common
Units after Closing (the Common Units purchased at and after Closing pursuant
to the Purchase Agreement, collectively referred to as the “Purchased Units”).


 


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:


 


ARTICLE I.


DEFINITIONS


 


Section 1.01                                Definitions.  Capitalized terms used herein without definition
shall have the meanings given to them in the Purchase Agreement.  The terms set forth below are used herein as
so defined:


 


“Affiliate” of any
Person shall mean (a) any Person directly or indirectly controlled by,
controlling or under common control with such first Person, (b) any director or
officer of such first Person or of any Person referred to in clause (a) above,
and (c) if any Person in clause (a) above is an individual, any member of the
immediate family (including parents, spouse and children) of such individual
and any trust whose principal beneficiary is such individual or one or more
members of such immediate family and any Person who is controlled by any such
member or trust.  For purposes of this
definition, any Person owning directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other
governing body of an entity or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to “control” (including, with its correlative
meanings, “controlled by” and “under common control with”) such corporation or
other Person.


 


“Beneficial Ownership,”
“Beneficial Owner,” and “Beneficially Own” have the meanings
ascribed to such terms in Rule 13d-3 under the Exchange Act.


 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Units”
means the common units of Partners that are publicly traded on the American
Stock Exchange.


 

















 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Holder” means the
record holder of any Registrable Securities.


 


“Inspectors” has
the meaning specified therefor in Section 2.03(g) of this Agreement.


 


“Investor” or “Investors”
has the meaning specified therefor in the introductory paragraph of this
Agreement.


 


“Losses” has the
meaning specified therefor in Section 2.08(a) of this Agreement.


 


“Parent” means any
corporation or other legal entity directly or indirectly controlling at least a
majority of the equity of such entity, having by the terms thereof ordinary
voting power to elect a majority of the board of directors, managers, general
partner(s), or other, equivalent governing body of such entity (irrespective of
whether at the time equity of any other class or classes of such entity shall
have or might have voting power by reason of the happening of any contingency).


 


“Person” means any
individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization,
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.


 


“Prior Agreement”
means the Registration Rights Agreement, dated November 20, 2002, by and among
Partners, Tortoise MWEP, L.P. and MarkWest Hydrocarbon, Inc.


 


“Prior Holder” has
the same meaning as Holder in the Prior Agreement.


 


“Purchase Agreement”
has the meaning specified therefor in the Recital of this Agreement.


 


“Purchased Units”
has the meaning specified therefor in the Recital of this Agreement.


 


“Records” has the
meaning specified therefor in Section 2.03(g) of this Agreement.


 


“Registrable
Securities” means the Common Units acquired by the Investors pursuant to
the Purchase Agreement, until such time as such securities cease to be
Registrable Securities pursuant to Section 1.02 hereof; provided, however,
that for purposes of Sections 2.01(c) and 2.02(c), the term shall also include
Registrable Securities, as defined in the Prior Agreement, proposed to be sold
by Prior Holders.


 


“Registration Expenses”
has the meaning specified therefor in Section 2.07(a) of this Agreement.


 


“Registration
Statement” has the meaning specified therefor in Section 2.01(b) of this
Agreement.


 


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“Request Notice”
has the meaning specified therefor in Section 2.01(a) of this Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.


 


“Selling Expenses”
has the meaning specified therefor in Section 2.07(a) of this Agreement.


 


“Selling Holder”
means a Holder or Prior Holder who is selling Registrable Securities pursuant
to a Registration Statement.


 


Section 1.02                                Registrable
Securities.  Any Registrable
Security will cease to be a Registrable Security when (a) a Registration
Statement covering such Registrable Security has been declared effective by the
Commission and such Registrable Security has been sold or disposed of pursuant
to such effective Registration Statement; (b) such Registrable Security has
been disposed of pursuant to any section of Rule 144 (or any similar provision
then in force under the Securities Act) or, in the case of the demand
registration rights under Section 2.01 hereof, is eligible for disposition
pursuant to Rule 144(k) under the Securities Act; or (c) such Registrable
Security is held by Partners or one of its subsidiaries.


 


ARTICLE II.


REGISTRATION RIGHTS


 


Section 2.01                                Demand
Registration.


 


(a)                                  Request
for Registration.  In the event that
there have been, within six months following Closing, no underwritten public
offerings by Partners that would permit the exercise by the Holders of the
rights set forth in Section 2.02 below, one or more of the Investors may, at
any time thereafter, request (a “Request Notice”) Partners to register
under the Securities Act for sale in the manner specified in the Request Notice
any remaining Registrable Securities that are held by the Investors; provided,
however, that the Investors may only exercise such right if, at the time
of the Request Notice, the Investors delivering the Request Notice (i) are the
holders of at least fifty percent (50%) of all the Common Units purchased
pursuant to the Purchase Agreement and (ii) demand registration for the sale of
at least such number of Registrable Securities.


 


(b)                                 Partners’
Obligations.  Promptly following
receipt of a Request Notice, Partners shall use its commercially reasonable
efforts to effect the registration (including, without limitation, preparing
and filing a registration statement under the Securities Act (each such
registration statement, a “Registration Statement”) to permit the public
resale of the Registrable Securities in accordance with the method of
disposition specified in such Request Notice) of the Registrable Securities
specified in the Request Notice.  If the
Investors so request in the Request Notice, Partners must file the Registration
Statement using Form S-3, if such form is available for use by Partners.  If no such request is made by the Investors,
then registration pursuant to this Section 2.01 shall be on such appropriate
registration form of the Commission as shall be selected by Partners and is
reasonably acceptable to the Investors. 
To the extent the


 


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Investors owning a majority of the Registrable Securities to be sold
pursuant to the Registration Statement determine that the public resale of
Registrable Securities requires dedicated marketing efforts, the method of
disposition shall be a firm commitment underwritten public offering, with
Partners designating the managing underwriter of such offering.


 


(c)                                  Underwriter’s
Cut-Back.  The number of Registrable
Securities to be included in such a registration may be reduced or eliminated
if and to the extent, in the case of an underwritten offering, the managing
underwriter shall inform Partners of its opinion that such inclusion would
materially jeopardize the successful marketing of the securities (including the
Registrable Securities) proposed to be sold therein; provided, however,
that priority shall be given in the following manner of allocation:  (i) first, to the Investors demanding such
registration pari passu with Prior Holders; and (ii) then to other unitholders
of Partners desiring to participate with Partners’ consent.  In the event that the number of Registrable
Securities to be included in a registration is to be reduced as provided above,
within 10 business days after receipt by each Holder proposing to sell
Registrable Securities pursuant to the registered offering of the opinion of
such managing underwriter, all such Selling Holders shall allocate among
themselves, in accordance with the priority provisions set forth in the
preceding sentence, the number of such Registrable Securities that the opinion
indicates may be distributed without adversely affecting the distribution of
the securities covered by the Registration Statement.  If such Holders and Prior Holders are unable to agree among
themselves with respect to such allocation among Holders, as one group, and
Prior Holders, as another group, then such allocation shall be made in
proportion to the respective numbers of units specified in their respective
written requests.


 


(d)                                 Prohibition
on Future Grants.  From and after
the date of this Agreement and until no Registrable Securities remain
outstanding, Partners shall not grant any demand registration rights to any
Person unless such rights are expressly made subordinate to the right of the
Investors to include all of the Registrable Securities in any registration
relating to an underwritten public offering.


 


(e)                                  Suspension
of Demand Registration Rights.  The
demand registration rights granted pursuant to this Section 2.01 shall be
suspended upon a Registration Statement on Form S-3, which covers all
Registrable Securities, being declared effective, so long as such Registration
Statement remains effective and such Registrable Securities remain saleable
under such Registration Statement.


 


(f)                                    Termination
of Demand Registration Rights.  The
demand registration rights granted pursuant to this Section 2.01 shall
terminate two years following the date of this Agreement.


 


Section 2.02                                Piggy-Back
Registration.


 


(a)                                  Company
Notice.  If Partners proposes to
register any of its Common Units, or any securities convertible into or
exchangeable for or exercisable for Common Units, under the Securities Act,
whether for its own account or for the account of other Holders or both (except
with respect to Registration Statements on Forms S-4 or S-8 or any forms
succeeding thereto for purposes permissible under such forms as of the date
hereof or filed in connection


 


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with an exchange offer or an offering of securities solely to Partners’
existing unitholders), each such time it will give written notice to the
Investors of its intention to do so no less than 20 calendar days prior to the
anticipated filing date; provided, however, that this notice
requirement shall be waived with respect to a Registration Statement on Form
S-3 filed by Partners that covers all Registrable Securities.


 


(b)                                 Request.  Upon the written request of the Investors,
received by Partners no later than the 15th calendar day after receipt by the
Investors of the notice sent by Partners, to register, on the same terms and
conditions as the securities otherwise being sold pursuant to such
registration, any of their Registrable Securities (which request shall state
the intended method of disposition thereof), Partners will use its best efforts
to cause the Registrable Securities as to which registration shall have been so
requested to be included in the securities to be covered by the Registration
Statement proposed to be filed by Partners, on the same terms and conditions as
any similar securities included therein, all to the extent requisite to permit
the sale or other disposition by the Investors (in accordance with the written
request of the Investors) of such Registrable Securities so registered; provided,
however, that Partners may at any time, in its sole discretion and
without the consent of the Investors, abandon the proposed offering in which
the Investors had requested to participate.


 


(c)                                  Underwriter’s
Cut-Back.  The number of Registrable
Securities to be included in such a registration may be reduced or eliminated
if and to the extent, in the case of an underwritten offering, the managing
underwriter shall inform Partners of its opinion that such inclusion would
materially jeopardize the successful marketing of the securities (including the
Registrable Securities) proposed to be sold therein; provided, however,
that priority shall be given in the following order of allocation:  (i) first to Partners, (ii) then on a
pro-rata basis to the Investors pari passu with Prior Holders, and (iii) then
to other unitholders desiring to participate with Partners’ consent.  In the event that the number of Registrable
Securities to be included in a registration is to be reduced as provided above,
within 10 business days after receipt by each Holder proposing to sell
Registrable Securities pursuant to the registered offering of the opinion of
such managing underwriter, all such Selling Holders shall allocate among
themselves, in accordance with the priority provisions set forth in the
preceding sentence, the number of Registrable Securities allocable to Holders
and Prior Holders after reduction for any allocations to Partners in accordance
with such priority provisions.


 


(d)                                 Prohibition
on Future Grants.  From and after
the date of this Agreement and until no Registrable Securities remain
outstanding, Partners shall not grant any piggy-back registration rights to any
Person unless such rights are expressly made subject to the prior right of the
Investors to include Registrable Securities on a pro-rata basis in any
registration relating to an underwritten public offering, except and to the
extent that, in the opinion of the managing underwriter, the inclusion in the
offering of all shares requested to be registered by all Persons holding
registration rights would materially jeopardize the successful marketing of the
securities (including the Registrable Securities) to be sold.


 


(e)                                  Termination
of Piggy-Back Registration Rights. 
The piggy-back registration rights granted pursuant to this Section 2.02
shall terminate three and one-half years following the date of this Agreement.


 


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Section 2.03                                Registration
Procedures.  If and whenever
Partners is required pursuant to this Agreement to effect the registration of
any of the Registrable Securities under the Securities Act, Partners will, as
expeditiously as possible:


 


(a)                                  prepare
and file as promptly as reasonably possible with the Commission a Registration
Statement, on a form available to Partners or on Form S-3 if requested by the
Investors pursuant to Section 2.01(b) hereof, with respect to such securities
(which filing shall be made within 30 calendar days after the receipt by
Partners of a Request Notice) and use its commercially reasonable efforts to
cause such Registration Statement to become and remain effective for the period
of the distribution contemplated thereby (determined pursuant to subsection (g)
below);


 


(b)                                 prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective for the distribution
period (determined pursuant to subsection (g) below) and as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement;


 


(c)                                  furnish
to each Selling Holder and to each underwriter such number of copies of the
Registration Statement and the prospectus included therein and supplements and
amendments thereto (including each preliminary prospectus and each document
incorporated by reference therein to the extent then required by the rules and
regulations of the Commission) as such Persons may reasonably request in order
to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement;


 


(d)                                 if
applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by such Registration Statement under the
securities or blue sky laws of such jurisdictions as the Selling Holders or, in
the case of an underwritten public offering, the managing underwriter, shall
reasonably request, provided that Partners will not be required to qualify
generally to transact business in any jurisdiction where it is not then
required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;


 


(e)                                  immediately
notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus contained in such
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and as promptly as practicable amend or supplement
the prospectus or take other appropriate action so that the prospectus does not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;


 


(f)                                    in
the case of an underwritten public offering, furnish upon request, (i) on the
date that Registrable Securities are delivered to the underwriters for sale
pursuant to such


 


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Registration Statement, an opinion of counsel for Partners dated as of
such date and addressed to the underwriters and to the Selling Holders, stating
that such Registration Statement has become effective under the Securities Act
and that (A) to the best knowledge of such counsel, no stop order suspending
the effectiveness thereof has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the Securities Act,
(B) the Registration Statement, the related prospectus, and each amendment or
supplement thereof comply as to form in all material respects with the
requirements of the Securities Act and the applicable rules and regulations
thereunder of the Commission (except that such counsel need express no opinion
as to the financial statements, or any expertized schedule, report or
information contained or incorporated therein), and (C) to such other effects
as may reasonably be requested by counsel for the underwriters, and (ii) on the
effective date of the Registration Statement and on the date that Registrable
Securities are delivered to the underwriters for sale pursuant to such
Registration Statement, a letter dated such dates from the independent
accountants retained by Partners, addressed to the underwriters and, if
available, to the Selling Holders, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion
of such accountants, the financial statements of Partners and the schedules
thereto that are included or incorporated by reference in the Registration
Statement or the prospectus, or any amendment or supplement thereof, comply as
to form in all material respects with the applicable requirements of the
Securities Act and the published rules and regulations thereunder, and such
letter shall additionally address such other financial matters (including
information as to the period ending no more than five business days prior to
the date of such letter) included in the Registration Statement in respect of
which such letter is being given as the underwriters may reasonably request;


 


(g)                                 make
available for inspection by Tortoise Capital Advisors, L.L.C., any underwriter
participating in any distribution pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by such representative of the
Selling Holders or underwriter (the “Inspectors”), all financial and
other records, pertinent corporate documents and properties of Partners
(collectively, the “Records”), and cause Partners’ officers, directors
and employees to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement; provided, however,
that with respect to any Records that are confidential, the Inspectors shall
take such action as Partners may reasonably request in order to maintain the
confidentiality of the Records.  For
purposes of subsections (a) and (b) above, (i) with respect to demand
registration only, the period of distribution of Registrable Securities in a
firm commitment underwritten public offering shall be deemed to extend until
the earlier of (A) the date each underwriter has completed the distribution of
all securities purchased by it or (B) the date 45 calendar days subsequent to
the effective date of such Registration Statement, and (ii) the period of
distribution of Registrable Securities in any other registration shall be
deemed to extend until the earlier of the sale of all Registrable Securities
covered thereby or six months;


 


(h)                                 cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on each securities exchange or nationally recognized quotation system on
which similar securities issued by Partners are then listed;


 


(i)                                     use
its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be


 


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necessary by virtue of the business and operations of Partners to
enable the Selling Holders to consummate the disposition of such Registrable
Securities;


 


(j)                                     enter
into customary agreements and take such other actions as are reasonably
requested by the Selling Holders or the underwriters, if any, in order to
expedite or facilitate the disposition of such Registrable Securities; and


 


(k)                                  promptly
notify the Selling Holders and the underwriters, if any, of the following
events and, if requested by such person, confirm such notification in
writing:  (i) the filing of the
prospectus or any prospectus supplement and the Registration Statement and any
amendment or post-effective amendment thereto and, with respect to the
Registration Statement or any post-effective amendment thereto, the declaration
of the effectiveness of such documents, (ii) any requests by the Commission for
amendments or supplements to the Registration Statement or the prospectus or
for additional information, (iii) the issuance or threat of issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose, and (iv) the receipt
by Partners of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threat of initiation of any proceeding for such purpose.


 


Each Selling Holder, upon
receipt of notice from Partners of the happening of any event of the kind
described in subsection (e) of this Section 2.03, shall forthwith discontinue
disposition of the Registrable Securities until such Selling Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by
subsection (e) of this Section 2.03 or until it is advised in writing by
Partners that the use of the prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference
in the prospectus, and, if so directed by Partners, such Selling Holder will,
or will request the managing underwriter or underwriters, if any, to deliver to
Partners (at Partners’ expense) all copies in their possession or control, other
than permanent file copies then in such Selling Holder’s possession, of the
prospectus covering such Registrable Securities current at the time of receipt
of such notice.  If Partners shall give
any such notice, the time periods mentioned in subsection (g) of this Section
2.03 shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each Selling Holder shall have received the copies of the supplemented or
amended prospectus contemplated by subsection (e) of this Section 2.03 hereof
or the notice that they may resume use of the prospectus.


 


In connection with each
registration hereunder with respect to an underwritten public offering,
Partners and each Selling Holder agrees to enter into a written agreement with
the managing underwriter or underwriters selected in the manner herein provided
in such form and containing such provisions as are customary in the securities
business for such an arrangement between underwriters and companies of
Partners’ size and investment stature.


 


Section 2.04                                Cooperation
by Selling Holders.  Partners shall
have no obligation to include in such Registration Statement shares of a
Selling Holder who has failed to timely furnish such information which, in the
opinion of counsel to Partners, is reasonably required in order for the
Registration Statement to comply with the Securities Act.


 


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Section 2.05                                Restrictions
on Public Sale by Selling Holders of Registrable Securities.   To the extent not inconsistent with
applicable law, each Selling Holder of Registrable Securities that is included
in a Registration Statement which registers Registrable Securities pursuant to
this Agreement agrees not to effect any public sale or distribution of the
issue being registered (or any securities of Partners convertible into or
exchangeable or exercisable for securities of the same type as the issue being
registered) during the 14 business days before, and during the 45 calendar day
period beginning on, the effective date of a Registration Statement filed by
Partners (except as part of such registration), but only if and to the extent
requested in writing (with reasonable prior notice) by the managing underwriter
or underwriters in the case of an underwritten public offering by Partners of
securities of the same type as the Registrable Securities, provided that the
duration of the foregoing restrictions shall be no longer than the duration of
the shortest restriction imposed by the underwriters on the officers or
directors or any other unitholder of Partners on whom a restriction is imposed;
and, provided further that to the extent the Selling Holders do not participate
in the underwritten public offering, the period of time for which Partners is
required to keep any other Registration Statement which includes Registrable
Securities that is effective concurrently with the holdback period described
above continuously effective shall be increased by a period equal to such
requested holdback period.


 


Section 2.06                                Restrictions
on Public Sale by Partners.  To the
extent required by an underwriter in an underwritten public offering, Partners
agrees not to effect on its own behalf any public sale or distribution of any
securities similar to those being registered, or any securities convertible
into or exchangeable or exercisable for such securities, during the period
beginning on the date a preliminary prospectus relating to a marketed sale is
printed and ending on the earlier to occur of (i) the completion of the
distribution relating to such sale or (ii) 45 calendar days following the
closing of such sale, except pursuant to such Registration Statement or a
Registration Statement (A) on Form S-4 or S-8 or any forms succeeding thereto
for purposes permissible under such forms as of the date hereof, or (B) filed
in connection with an exchange offer or an offering of securities solely to
Partners’ existing unitholders or such other Registration Statements (I) for
the resale of units issued pursuant to an employee stock ownership trust or
other benefit plan of a business acquired in an acquisition by Partners or (II)
in connection with non-underwritten resales of securities issued to owners of a
business acquired in an acquisition by Partners, whether for its own account or
that of any other Holder, from the date of receipt of a Request Notice
requesting the registration of an underwritten public offering until the
completion or abandonment of the distribution by the underwriters of all
securities thereunder.  This section
applies to the demand registration right only.


 


Section 2.07                                Expenses.


 


(a)                                  Certain
Definitions.  “Registration
Expenses” means all expenses incident to Partners’ performance under or
compliance with this Agreement, including, without limitation, all registration
and filing fees, blue sky fees and expenses, printing expenses, listing fees,
fees and disbursements of counsel and independent public accountants for
Partners, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars and reasonable
out-of-pocket expenses, including, without limitation, all reasonable expenses
incurred directly by the Investors for one legal counsel, but excluding any
Selling Expenses. “Selling Expenses” means all underwriting fees,
discounts and selling commissions allocable to the sale of the Registrable
Securities.


 


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(b)                                 Expenses.
Partners will pay all Registration Expenses in connection with each
Registration Statement filed pursuant to Section 2.01 of this Agreement, and
Partners will pay all Registration Expenses in connection with each
Registration Statement filed pursuant to Section 2.02 of this Agreement in
proportion to the market value of securities registered for the Selling Holders
and Partners, respectively, in each case, whether or not the Registration
Statement becomes effective, and the Selling Holders shall pay all Selling
Expenses in connection with any Registrable Securities registered pursuant to
this Agreement.


 


Section 2.08                                Indemnification.


 


(a)                                  By
Partners.  In the event of a
registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, Partners will indemnify and hold harmless each Selling Holder
thereunder and each underwriter, pursuant to the applicable underwriting
agreement with such underwriter, of Registrable Securities thereunder and each
Person, if any, who controls such Selling Holder or underwriter within the
meaning of the Securities Act and the Exchange Act, against any losses, claims,
damages or liabilities (including reasonable attorneys’ fees) (collectively, “Losses”),
joint or several, to which such Selling Holder or underwriter or controlling
Person may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Losses (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant to
this Agreement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each such Selling Holder, each such underwriter
and each such controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Loss or
actions; provided, however, that Partners will not be liable in
any such case if and to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information
furnished by such Selling Holder, such underwriter or such controlling Person
in writing specifically for use in such Registration Statement or prospectus.


 


(b)                                 By
Each Selling Holder.  Each Selling
Holder agrees to indemnify and hold harmless Partners, its directors, officers,
employees and agents and each Person, if any, who controls Partners within the
meaning of the Securities Act or of the Exchange Act to the same extent as the
foregoing indemnity from Partners to the Selling Holders, but only with respect
to information regarding such Selling Holder furnished in writing by or on
behalf of such Selling Holder expressly for inclusion in any Registration
Statement or prospectus relating to the Registrable Securities, or any
amendment or supplement thereto; provided, however, that the
liability of each Selling Holder shall not be greater in amount than the dollar
amount of the proceeds (net of any Selling Expenses) received by such Selling
Holder from the sale of the Registrable Securities giving rise to such
indemnification.


 


(c)                                  Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in


 


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writing thereof, but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party other than under this Section 2.08. 
In any action brought against any indemnified party, it shall notify the
indemnifying party of the commencement thereof.  The indemnifying party shall be entitled to participate in and,
to the extent it shall wish, to assume and undertake the defense thereof with
counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 2.08 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with
counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense and employ counsel or (ii)
if the defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded
that there may be reasonable defenses available to the indemnified party that
are different from or additional to those available to the indemnifying party,
or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified
party shall have the right to select a separate counsel and to assume such
legal defense and otherwise to participate in the defense of such action, with
the reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying
party as incurred.  Notwithstanding any
other provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification hereunder
without the consent of the indemnifying party, unless the settlement thereof
imposes no liability or obligation on, and includes a complete release from
liability of, the indemnifying party.


 


(d)                                 Contribution.  If the indemnification provided for in this
Section 2.08 is held by a court or government agency of competent jurisdiction
to be unavailable to Partners or any Selling Holder or is insufficient to hold
them harmless in respect of any Losses, then each such indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses as between
Partners on the one hand and such Selling Holder on the other, in such
proportion as is appropriate to reflect the relative fault of Partners on the
one hand and of such Selling Holder on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations; provided, however, that in no
event shall such Selling Holder be required to contribute an aggregate amount
in excess of the dollar amount of proceeds (net of Selling Expenses) received
by such Selling Holder from the sale of Registrable Securities giving rise to
such indemnification.  The relative
fault of Partners on the one hand and each Selling Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact has been made by, or relates to, information supplied by
such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who is not guilty of such
fraudulent misrepresentation.


 


Section 2.09                                Rule
144 Reporting.  With a view to
making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable


 


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Securities to the public
without registration, Partners agrees to use commercially reasonable efforts
to:


 


(a)                                  Make
and keep public information regarding Partners available, as those terms are
understood and defined in Rule 144 of the Securities Act, at all times from and
after the date hereof;


 


(b)                                 File
with the Commission in a timely manner all reports and other documents required
of Partners under the Securities Act and the Exchange Act at all times from and
after the date hereof; and


 


(c)                                  So
long as the Investors own any Registrable Securities, furnish to the Investors
forthwith upon written request a written statement by Partners as to its
compliance with the reporting requirements of Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent annual or quarterly report
of Partners, and such other reports and documents so filed as the Investors may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Investors to sell any such securities without
registration.


 


Section 2.10                                Transfer
or Assignment of Registration Rights. 
The rights to cause Partners to register Registrable Securities granted to
the Investors by Partners under this Article II may be transferred or assigned
by the Investors to one or more transferee(s) or assignee(s) of such
Registrable Securities, provided that Partners is given written notice prior to
any said transfer or assignment, stating the name and address of each such
transferee and identifying the securities with respect to which such
registration rights are being transferred or assigned, and, provided further,
that each such transferee assumes in writing responsibility for its portion of
the obligations of the Investors under this Agreement.


 


ARTICLE III.


MISCELLANEOUS


 


Section 3.01                                Communications.  All notices and other communications
provided for or permitted hereunder shall be made in writing by facsimile,
courier service or personal delivery:


 


(a)                                  if
to the Investors, at the most current address given by the Investors to
Partners, with a copy to Tortoise Capital Advisors, L.L.C. at the address set
forth in the Purchase Agreement, in accordance with the provisions of this
Section 3.01, which address initially is, with respect to the Investors, the
address set forth in the Purchase Agreement, and


 


(b)                                 if
to Partners, at 155 Inverness Drive West, Suite 200, Englewood, Colorado 80112,
notice of which is given in accordance with the provisions of this Section
3.01.


 


All such notices and
communications shall be deemed to have been received at the time delivered by
hand, if personally delivered; when receipt acknowledged, if sent via facsimile
or sent via Internet electronic mail; and when actually received, if sent by
any other means.


 


Section 3.02                                Successor
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including subsequent holders of Registrable Securities to the
extent permitted herein.


 


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Section 3.03                                Assignment
of Rights.  All or any portion of
the rights and obligations of the Investors under this Agreement may be
transferred or assigned by the Investors in accordance with Section 2.10
hereof.


 


Section 3.04                                Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Agreement.


 


Section 3.05                                Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


Section 3.06                                Governing
Law.  The laws of the State of
Delaware shall govern this Agreement without regard to principles of conflict
of laws.


 


Section 3.07                                Severability
of Provisions.  Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any
other jurisdiction.


 


Section 3.08                                Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the rights granted by Partners set forth herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


 


Section 3.09                                Attorneys’
Fees.  In any action or proceeding
brought to enforce any provision of this Agreement, the successful party shall
be entitled to recover reasonable attorneys’ fees in addition to its costs and
expenses and any other available remedy.


 


Section 3.10                                Amendment.  This Agreement may be amended only by means
of a written amendment signed by Partners and the Investors.


 


Section 3.11                                No
Presumption.  In the event any
claim is made by a party relating to any conflict, omission, or ambiguity in
this Agreement, no presumption or burden of proof or persuasion shall be
implied by virtue of the fact that this Agreement was prepared by or at the
request of a particular party or its counsel.


 


[The remainder of this page is intentionally
left blank.]


 


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IN WITNESS WHEREOF, the
parties hereto execute this Agreement, effective as of the date first above
written.


 


	
   

  	
  TORTOISE CAPITAL ADVISORS, L.L.C.,

  
	
   

  	
  a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  On behalf of each
  Purchaser listed on Schedule A attached hereto, pursuant to a
  Power of Attorney executed by each such Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David J. Schulte

  
	
   

  	
  Title:

  	
  A Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST ENERGY PARTNERS, L.P.,

  
	
   

  	
  a Delaware
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Arthur J. Denney

  
	
   

  	
  Title:

  	
  Senior Executive
  Vice President

  
					



 


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