Exhibit 10.2


REGISTRATION RIGHTS
AGREEMENT


by and among


MARKWEST ENERGY PARTNERS,
L.P.


AND


THE PURCHASERS PARTY
HERETO
















REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of April 9, 2007, by and among MARKWEST ENERGY
PARTNERS, L.P. (“MarkWest”) and each of the purchasers set forth on
Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).  Capitalized terms used herein without
definition shall have the meanings given to them in the Purchase Agreement.


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:


ARTICLE I

DEFINITIONS


Section 1.01           Definitions.  The terms set forth below are used herein as
so defined:


“Affiliate” means, with respect to a specified
Person, any other Person, directly or indirectly controlling, controlled by or
under direct or indirect common control with such specified Person.  For purposes of this definition, “control”
(including, with correlative meanings, “controlling,” “controlled by,” and “under
common control with”) means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.


“Agreement” has the meaning specified therefor
in the introductory paragraph hereof.


“Business Day” means any day other than a
Saturday, Sunday, or a legal holiday for commercial banks in New York, New
York.


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


“Common Units” means the common units of
MarkWest.


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


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


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


“Included Registrable Securities” has the
meaning specified therefor in Section 2.02(a) of this Agreement.



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“Liquidated Damages Amount” means an amount
equal to 0.25% of the product of $32.98 times the number of Registrable
Securities held by such Holder per 30-day period for the first sixty (60) days,
with such payment amount increasing by an additional 0.25% of the product of
$32.98 times the number of Registrable Securities held by such Holder per
30-day period for each subsequent sixty (60) days, up to a maximum of 1.00% of
the product of $32.98 times the number of Registrable Securities held by such
Holder per 30-day period.  The Liquidated
Damages Amount for any period of less than 30 days shall be prorated by
multiplying the Liquidated Damages Amount to be paid in a full 30-day period by
a fraction, the numerator of which is the number of days for which such
liquidated damages are owed, and the denominator of which is 30.


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


“Managing Underwriter” means, with respect to
any Underwritten Offering, the book running lead manager of  such Underwritten Offering.


“MarkWest” has the meaning specified therefor
in the introductory paragraph of this Agreement.


“MarkWest Hydrocarbon” means MarkWest
Hydrocarbon, Inc., a Delaware corporation.


“Opt Out Notice”  has the meaning specified therefor in Section
2.02(a).


“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.


“Piggyback Registration” has the meaning
specified therefor in Section 2.02(a) of this Agreement.


“Prior Holders” means each investor party to
the Registration Rights Agreement dated November 9, 2005, by and among MarkWest
and each party listed on Schedule A thereto and each investor party to the
Registration Rights Agreement dated December 23, 2005 by and among MarkWest and
each party listed on Schedule A thereto.


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


“Purchased Units”  shall have the meaning set forth in the
Purchase Agreement.


“Purchaser” and “Purchasers” each has
the meaning specified therefor in the introductory paragraph of this Agreement.


“Registrable Securities” means the Common Units
comprising the Purchased Units until such time as such securities cease to be
Registrable Securities pursuant to Section 1.02 hereof.


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



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“Securities Act” means the Securities Act of
1933, as amended from time to time, 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 who is selling
Registrable Securities pursuant to a registration statement.


“Selling Holder Indemnified Person” has the
meaning specified in Section 2.08(a) of this Agreement.


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


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


“Underwritten Offering” means an offering
(including an offering pursuant to a Shelf Registration Statement) in which
Common Units are sold to an underwriter on a firm commitment basis for
reoffering to the public or an offering that is a “bought deal” with one or
more investment banks.


Section 1.02           Registrable Securities.  Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such
Registrable Security becomes or is 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; (c) such Registrable Security is held by
MarkWest or one of its subsidiaries; or (d) such Registrable Security has been
sold in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to
Section 2.10 hereof.


Section 1.03           Rights and Obligations.  Except for the rights and obligations under
Section 2.08 herein, all rights and obligations of each Purchaser under this
Agreement, and all rights and obligations of MarkWest under this Agreement with
respect to such Purchaser, shall terminate when such Purchaser is no longer a
Holder.


ARTICLE II

REGISTRATION RIGHTS


Section 2.01           Shelf Registration.


(a)           Shelf Registration.  As soon as practicable following the Closing
of the purchase of the Purchased Units pursuant to the terms of the Purchase
Agreement, but in any event within 30 days of the Closing, MarkWest shall
prepare and file a registration statement under the Securities Act to permit
the public resale of the Registrable Securities from time to time as permitted
by Rule 415 under the Securities Act (the “Shelf Registration Statement”).  MarkWest



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shall use its
commercially reasonable efforts to cause the Shelf Registration Statement to
become effective no later than 120 days after the Closing Date (the “Shelf
Registration”).  A Shelf Registration
Statement filed pursuant to this Section 2.01(a) shall be on such appropriate
registration form of the Commission as shall be selected by MarkWest; provided,
however, that if a prospectus supplement will be used in connection with
the marketing of an Underwritten Offering from the Shelf Registration Statement
and the Managing Underwriter at any time shall notify MarkWest in writing that,
in the sole judgment of such Managing Underwriter, inclusion of detailed
information to be used in such prospectus supplement is of material importance
to the success of the Underwritten Offering of such Registrable Securities,
MarkWest shall use its commercially reasonable efforts to include such
information in the prospectus.  MarkWest
will cause the Shelf Registration Statement filed pursuant to this Section
2.01(a) to be continuously effective, supplemented and amended to the extent
necessary to assure that it is available for resale of all Registrable
Securities by the Holders and that it conforms in all material respects with
the requirements of the Securities Act during the entire period beginning on
the date the Shelf Registration Statement first is declared effective under the
Securities Act and ending on the earlier to occur of (i) the date all
Registrable Securities covered by the Shelf Registration Statement have been
distributed in the manner set forth and as contemplated in the Shelf
Registration Statement and (ii) the date on which the Registrable Securities
cease to be Registrable Securities hereunder in accordance with Section 1.02
(the “Effectiveness Period”).  The
Shelf Registration Statement when declared effective (including the documents
incorporated therein by reference) will comply as to form with all applicable
requirements of the Securities Act and the Exchange Act and will not contain 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.  As soon as practicable
following the date that the Shelf Registration Statement becomes effective, but
in any event, within five Business Days of such date, MarkWest shall provide
the Purchasers with written notice of the effectiveness of the Shelf
Registration Statement.


(b)           Delay Rights.  Notwithstanding anything to the contrary
contained herein, MarkWest may, upon written notice to any Selling Holder whose
Registrable Securities are included in the Shelf Registration Statement,
suspend such Selling Holder’s use of any prospectus which is a part of the
Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf
Registration Statement), for a period not to exceed an aggregate of 60 days in
any 180-day period and not to exceed an aggregate of 90 days in any 365-day
period, if (i) MarkWest is pursuing a material acquisition, merger,
reorganization, disposition or other similar transaction and MarkWest
determines in good faith that MarkWest’s ability to pursue or consummate such a
transaction would be materially adversely affected by any required disclosure
of such transaction in the Shelf Registration Statement or (ii) MarkWest has
experienced some other material non-public event the disclosure of which at
such time, in the good faith judgment of MarkWest, would materially adversely
affect MarkWest.  Upon disclosure of such
information or the termination of the condition described above, MarkWest shall
provide prompt written notice to the Selling Holders whose Registrable
Securities are included in the Shelf Registration Statement, and shall promptly
terminate any suspension of sales it has put into effect and shall take such
other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement.



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(c)           Delay in Effectiveness of Shelf
Registration Statement; Certain Suspensions.


(i)            If the Shelf Registration Statement
does not become or is not declared effective within 120 days after Closing,
then, until such time as the Shelf Registration Statement is declared effective
or there are no longer any Registrable Securities outstanding, MarkWest shall
pay each Holder with respect to any such failure, following the 120th day after the Closing, an amount equal to the
Liquidated Damages Amount, as liquidated damages and not as a penalty.  


(ii)           If (A) the Holders shall be prohibited from selling their Registrable
Securities under the Shelf Registration Statement as a result of a suspension
pursuant to Section 2.01(b) in excess of the periods permitted therein,
MarkWest shall pay the Holders an amount equal to the Liquidated Damages
Amount, commencing 10 days from the date on which the suspension period
exceeded the permitted period; or (B) the Shelf Registration Statement is filed
and declared effective but, during the Effectiveness Period, shall thereafter
cease to be effective or fail to be usable for its intended purpose, then until
the suspension is lifted or a post-effective amendment, supplement or report is
declared effective with the Commission, but not including any day on which a
suspension is lifted or such amendment, supplement or report is declared
effective, MarkWest shall pay the Holders an amount equal to the Liquidated
Damages Amount, commencing 10 days from the date on which the Shelf
Registration Statement ceased to be effective or failed to be useable for its
intended purposes, as liquidated damages and not as a penalty.  For purposes of this Section 2.01(c), a
suspension shall be deemed lifted on the date that notice that the suspension
has been lifted is delivered to the Holders pursuant to Section 3.01 of this
Agreement.


(iii)          The Liquidated Damages Amount shall be
paid to each Holder in cash within ten Business Days of the end of each such
30-day period.  Any payments made
pursuant to this Section 2.01(c) shall constitute the Holders’ exclusive remedy
for such events.  The Liquidated Damages
Amount imposed hereunder shall be made to the Holders in immediately available
funds.


(iv)          The Holders’ rights under this Section
2.01(c) shall terminate when such Registrable Securities become eligible for
resale under Rule 144(k) (or any similar provision then in force) under the
Securities Act.


Section 2.02           Piggyback
Registration.


(a)           Participation.  If MarkWest, MarkWest Hydrocarbon or any
subsidiary of MarkWest Hydrocarbon at any time proposes to (i) file a prospectus
supplement to an effective shelf registration statement with respect to an
Underwritten Offering of Common Units, (ii) register any Common Units for
its own account for sale to the public in an Underwritten Offering other than,
in the case of this clause (ii), (a) a registration relating solely
to employee benefit plans, (b) a registration relating solely to a
Rule 145 transaction, or (c) a registration on any registration form
which does not permit secondary sales, or (iii) register any Common Units on
behalf of any other person for the sale of Common Units in an Underwritten
Offering, then, as soon as practicable following the engagement of counsel by
MarkWest to prepare the documents



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to be used in
connection with an Underwritten Offering, MarkWest shall give written notice of
such proposed Underwritten Offering to the Holders and such notice shall offer
the Holders the opportunity to include in such Underwritten Offering such
number of Registrable Securities as each such Holder may request in writing (a “Piggyback
Registration”); provided, however, that MarkWest shall not be required to
offer such opportunity to Holders to the extent MarkWest has been advised by
the Managing Underwriter that the inclusion of Registrable Securities for sale
for the benefit of the Holders will have a materially adverse effect on the
price, timing or distribution of the Common Units.  The notice required to be provided in this
Section 2.02(a) to Holders shall be provided on a Business Day pursuant to
Section 3.01 hereof and receipt of such notice shall be confirmed by the
Holder.  Subject to Section 2.02(b),
MarkWest shall include in such Underwritten Offering all such Registrable
Securities (“Included Registrable Securities”) with respect to which
MarkWest has received requests within one Business Day after MarkWest’s notice
has been delivered in accordance with Section 3.01.  If no request for inclusion from a Holder is
received within the specified time, such Holder shall have no further right to
participate in such Piggyback Registration. 
If, at any time after giving written notice of its intention to
undertake an Underwritten Offering and prior to the closing of such
Underwritten Offering, MarkWest shall determine for any reason not to undertake
or to delay such Underwritten Offering, MarkWest may, at its election, give
written notice of such determination to the Selling Holders and, (i) in
the case of a determination not to undertake such Underwritten Offering, shall
be relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (ii) in the
case of a determination to delay such Underwritten Offering, shall be permitted
to delay offering any Included Registrable Securities for the same period as
the delay in the Underwritten Offering. Any Selling Holder shall have the right
to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s
Registrable Securities in such Underwritten Offering by giving written notice
to MarkWest of such withdrawal up to and including the time of pricing of such
Underwritten Offering.  No Holders shall
be entitled to participate in any such Underwritten Offering under this Section
2.02(a) unless such Holder (together with any Affiliate that owns Registrable
Securities and is a Selling Holder) holds at least $5 million of Registrable
Securities in such offering (determined by multiplying the number of
Registrable Securities owned by the average of the closing price for Common
Units for the ten (10) trading days preceding the date of such notice).  Notwithstanding the foregoing, any Holder may
deliver written notice (an “Opt Out Notice”) to the Company requesting
that such Holder not receive notice from the Company of any proposed
Underwritten Offering; provided that any such Holder may later revoke any such
notice.


(b)           Priority of Piggyback Registration.  If the Managing Underwriter or Underwriters
of any proposed Underwritten Offering of Common Units included in a Piggyback
Registration advises MarkWest in writing that the total amount of Common Units
which the Selling Holders and any other Persons intend to include in such
Underwritten Offering exceeds the number which can be sold in such offering
without being likely to have a materially adverse effect on the price, timing
or distribution of the Common Units offered or the market for the Common Units,
then the Common Units to be included in such Underwritten Offering shall
include the number of Registrable Securities that such Managing Underwriter or Underwriters
advises MarkWest can be sold without having such materially adverse effect,
with such number to be allocated pro  rata among the Selling
Holders and Prior Holders who have requested participation in the Piggyback
Registration (based, for each such Selling Holder or Prior Holder, as
applicable, on



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the percentage derived by
dividing (A) the number of Registrable Securities, or other registrable
securities entitled to be included in a Piggyback Registration, proposed to be
sold by such Selling Holder or Prior Holder in such offering; by (B) the
aggregate number of Common Units proposed to be sold by, as the case may be,
the Selling Holders and Prior Holders participating in the Piggyback
Registration to be included in such offering).


(c)           Termination of Piggyback
Registration Rights.  The Piggyback
Registration rights granted pursuant to this Section 2.02 shall be unlimited in
number and shall terminate the later of (i) two years following the Closing
Date and (ii) the date on which all Registrable Securities cease to be
Registrable Securities hereunder in accordance with Section 1.02.


Section 2.03           Underwritten Offering.


(a)           Shelf Registration.  In the event that one or more Selling Holders
elect to dispose of Registrable Securities under the Shelf Registration
Statement pursuant to an Underwritten Offering and such Selling Holders
reasonably anticipate gross proceeds from such Underwritten Offering of at
least twenty million dollars ($20,000,000), in the aggregate (determined by
multiplying the number of Registrable Securities owned by the average of the
closing price for Common Units for the ten (10) trading days preceding the date
of such notice), MarkWest shall enter into an underwriting agreement in
customary form with the Managing Underwriter or Underwriters, which shall
include, among other provisions, indemnities to the effect and to the extent
provided in Section 2.08, and shall take all such other reasonable actions as
are requested by the Managing Underwriter in order to expedite or facilitate the
registration and disposition of the Registered Securities; provided, however,
that  MarkWest shall be required to cause
appropriate officers of MarkWest or its Affiliates to participate in a “road
show” or similar marketing effort being conducted by such underwriter with
respect to such Underwritten Offering only if the Selling Holders reasonably
anticipate gross proceeds from such Underwritten Offering of at least forty
million dollars ($40,000,000) (determined by multiplying the number of
Registrable Securities owned by the average of the closing price for Common
Units for the ten (10) trading days preceding the date of such notice).


(b)           General Procedures.  In connection with any Underwritten Offering
under this Agreement (except for Underwritten Offerings pursuant to Section
2.03(a)), MarkWest shall be entitled to select the Managing Underwriter or
Underwriters, each of which must be a nationally-recognized firm.  In the case of an Underwritten Offering
pursuant to Section 2.03(a) hereof, the Selling Holders in such Underwritten
Offering shall be entitled to select the Managing Underwriter or Underwriters,
each of which must be a nationally recognized firm.  In the event there is more than one Selling
Holder, each Selling Holder shall be entitled to vote for the selection of the
Managing Underwriter and shall be entitled to the number of votes equal to the
number of Registrable Securities being offered for sale pursuant to such
Underwritten Offering, with the majority vote of such Selling Holders determining
the Managing Underwriter.  In connection
with an Underwritten Offering under Section 2.01 or 2.02 hereof, each Selling
Holder and MarkWest shall be obligated to enter into an underwriting agreement
which contains such representations, covenants, indemnities and other rights
and obligations as are customary in underwriting agreements for firm commitment
offerings  of securities.  No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Registrable
Securities on the basis provided in such underwriting agreement and completes
and



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executes all
questionnaires, powers of attorney, indemnities and other documents reasonably
required under the terms of such underwriting agreement.  Each Selling Holder may, at its option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, MarkWest to and for the benefit of such underwriters
also be made to and for such Selling Holder’s benefit and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to its obligations. No
Selling Holder shall be required to make any representations or warranties to
or agreements with MarkWest or the underwriters other than representations,
warranties or agreements regarding such Selling Holder and its ownership of the
securities being registered on its behalf and its intended method of
distribution and any other representation required by law.  If any Selling Holder disapproves of the
terms of an underwriting, such Selling Holder may elect to withdraw therefrom
by notice to MarkWest and the Managing Underwriter; provided, however,
that such withdrawal must be made prior to the time in the second to last
sentence of Section 2.02(a) hereof to be effective.  No such withdrawal or abandonment shall
affect MarkWest’s obligation to pay Registration Expenses.


Section 2.04           Registration Procedures.  In connection with its obligations contained
in Sections 2.01, 2.02 and 2.03, MarkWest will, as expeditiously as possible:


(a)           prepare and file with the Commission
such amendments and supplements to the Shelf Registration Statement and the
prospectus used in connection therewith as may be necessary to keep the Shelf
Registration Statement effective for the Effectiveness Period and as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by the Shelf Registration Statement;


(b)           furnish to each Selling Holder (i) as
far in advance as reasonably practicable before filing the Shelf Registration
Statement or any other registration statement contemplated by this Agreement or
any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits and each
document incorporated by reference therein to the extent then required by the
rules and regulations of the Commission), and provide each such Selling Holder
the opportunity to object to any information pertaining to such Selling Holder
and its plan of distribution that is contained therein and make the corrections
reasonably requested by such Selling Holder with respect to such information
prior to filing the Shelf Registration Statement or such other registration
statement or supplement or amendment thereto, and (ii) such number of copies of
the Shelf Registration Statement or such other registration statement and the
prospectus included therein and any supplements and amendments thereto as such
Selling Holders may reasonably request in order to facilitate the public sale
or other disposition of the Registrable Securities covered by such Shelf
Registration Statement or other registration statement;


(c)           if applicable, use its commercially
reasonable efforts to register or qualify the Registrable Securities covered by
the Shelf Registration Statement or any other registration statement
contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request, provided that
MarkWest will not be required to qualify generally to transact business in any
jurisdiction where it is not then required to so qualify or to



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take any action which
would subject it to general service of process in any such jurisdiction where
it is not then so subject;


(d)           promptly 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 (i) the filing of the Shelf
Registration Statement or any other registration statement contemplated by this
Agreement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such
Shelf Registration Statement or any other registration statement or any
post-effective amendment thereto, when the same has become effective; and (ii)
any written comments from the Commission with respect to any filing referred to
in clause (i) and any written request by the Commission for amendments or
supplements to the Shelf Registration Statement or any other registration
statement or any prospectus or prospectus supplement thereto;


(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 (i) the happening of any
event as a result of which the prospectus or prospectus supplement contained in
the Shelf Registration Statement or any other registration statement
contemplated by this Agreement, 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; (ii) the issuance or threat of issuance by
the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or any other registration statement contemplated by this
Agreement, or the initiation of any proceedings for that purpose; or (iii) the
receipt by MarkWest of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the applicable
securities or blue sky laws of any jurisdiction.  Following the provision of such notice,
MarkWest agrees to as promptly as practicable amend or supplement the
prospectus or prospectus supplement or take other appropriate action so that
the prospectus or prospectus supplement 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 and to take such other action as is necessary to
remove a stop order, suspension, threat thereof or proceedings related thereto;


(f)            furnish to each Selling Holder
copies of any and all transmittal letters or other correspondence with the
Commission or any other governmental agency or self-regulatory body or other
body having jurisdiction (including any domestic or foreign securities
exchange) relating to such offering of Registrable Securities;


(g)           in the case of an Underwritten
Offering, furnish upon request to a Selling Holder, (i) an opinion of counsel
for MarkWest, dated the effective date of the applicable registration statement
or the date of any amendment or supplement thereto, and a letter of like kind
dated the date of the closing under the underwriting agreement, and (ii) a “cold
comfort” letter, dated the effective date of the applicable registration
statement or the date of any amendment or supplement thereto and a letter of
like kind dated the date of the closing under the underwriting agreement, in
each case, signed by the independent public accountants who have certified
MarkWest’s financial statements included or incorporated by reference into the
applicable registration statement, and each of the opinion and the “cold
comfort” letter shall be in



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customary form and
covering substantially the same matters with respect to such registration
statement (and the prospectus and any prospectus supplement included therein)
and as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the underwriters in Underwritten Offerings of securities,
such other matters as such underwriters may reasonably request;


(h)           otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months,
but not more than 18 months, beginning with the first full calendar month after
the effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 promulgated thereunder;


(i)            make available to the appropriate
representatives of the Managing Underwriter and Selling Holders access to such
information and MarkWest personnel as is reasonable and customary to enable
such parties to establish a due diligence defense under the Securities Act;
provided that MarkWest need not disclose any information to any such representative
unless and until such representative has entered into a confidentiality
agreement with MarkWest;


(j)            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 MarkWest are then listed;


(k)           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 necessary by
virtue of the business and operations of MarkWest to enable the Selling Holders
to consummate the disposition of such Registrable Securities;


(l)            provide a transfer agent and
registrar for all Registrable Securities covered by such registration statement
not later than the effective date of such registration statement; and


(m)          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.


Each Selling Holder, upon
receipt of notice from MarkWest of the happening of any event of the kind
described in subsection (e) of this Section 2.04, 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 2.04 or until it is advised in writing by
MarkWest that the use of the prospectus may be resumed, and has received copies
of any additional or supplemental filings incorporated by reference in the
prospectus, and, if so directed by MarkWest, such Selling Holder will, or will
request the managing underwriter or underwriters, if any, to deliver to
MarkWest (at MarkWest’s 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.



 10















Section 2.05           Cooperation by Holders.  MarkWest shall have no obligation to include
Registrable Securities of a Holder in the Shelf Registration Statement or in a
Piggyback Registration who has failed to timely furnish such information which,
in the opinion of counsel to MarkWest, is reasonably required in order for the
registration statement or prospectus supplement, as applicable, to comply with
the Securities Act.


Section 2.06           Restrictions on Public Sale by
Holders of Registrable Securities. 
Each Holder of Registrable Securities who is included in the Shelf
Registration Statement agrees not to effect any public sale or distribution of
Registrable Securities during the 30 calendar day period beginning on the date
of a prospectus supplement or prospectus filed with the Commission with respect
to the pricing of an Underwritten Offering, provided that the duration of the
foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the officers or directors
or any other unitholder of MarkWest on whom a restriction is imposed; and
provided further, that the restrictions under this Section 2.06 shall not apply
(i) to any Holder that is not otherwise eligible to participate in such
Underwritten Offering pursuant to Section 2.02(a), (ii) to the sale or
distribution of Registrable Securities in such Underwritten Offering pursuant
to Section 2.02(a) or (iii) has submitted an Opt Out Notice.


Section 2.07           Expenses.


(a)           Certain Definitions.  “Registration Expenses” means all
expenses incident to MarkWest’s performance under or compliance with this
Agreement to effect the registration of Registrable Securities in a Shelf
Registration or a Piggyback Registration, or otherwise pursuant to Section
2.03, and the disposition of such securities, including, without limitation,
all registration, filing, securities exchange listing and American Stock
Exchange or other securities exchange or listing fees, all registration,
filing, qualification and other fees and expenses of complying with securities
or blue sky laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes and fees of transfer agents and registrars, all word processing,
duplicating and printing expenses, the fees and disbursements of counsel and
independent public accountants for MarkWest, including the expenses of any
special audits or “cold comfort” letters required by or incident to such
performance and compliance.  Except as
otherwise provided in Section 2.08 hereof, MarkWest shall not be responsible
for legal fees incurred by Holders in connection with the exercise of such
Holders’ rights hereunder.  In addition,
MarkWest shall not be responsible for any “Selling Expenses,” which
means all underwriting fees, discounts and selling commissions allocable to the
sale of the Registrable Securities.


(b)           Expenses.  MarkWest will pay all Registration Expenses
in connection with the Shelf Registration Statement filed pursuant to Section
2.01(a) of this Agreement, and MarkWest will pay all Registration Expenses in
connection with a Piggyback Registration, whether or not the applicable
registration statement becomes effective or any sale is made pursuant to the
Shelf Registration Statement or Piggyback Registration. Each Selling Holder shall
pay all Selling Expenses in connection with any sale of its Registrable
Securities hereunder.



 11
 









Section 2.08           Indemnification.


(a)           By MarkWest.  In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement,
MarkWest will indemnify and hold harmless each Selling Holder thereunder, its
Affiliates that own Registrable Securities and their respective directors and
officers, 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 (collectively, the “Selling
Holder Indemnified Persons”), against any losses, claims, damages, expenses
or liabilities (including reasonable attorneys’ fees and expenses)
(collectively, “Losses”), joint or several, to which such Selling Holder
Indemnified Person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Losses (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Shelf Registration Statement or any other registration statement
contemplated by 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
(in the case of a prospectus, in light of the circumstances under which they
were made) not misleading, and will reimburse each such Selling Holder
Indemnified Person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such Loss or actions or
proceedings as such expenses are incurred; provided, however,
that MarkWest will not be liable in any such case if and to the extent that any
such Loss 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 Indemnified Person in writing
specifically for use in the Shelf Registration Statement or such other
registration statement, or prospectus supplement, as applicable. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such Selling Holder Indemnified Person, and shall survive the
transfer of such securities by such Selling Holder.


(b)           By Each Selling Holder.  Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless MarkWest, its Affiliates and their
respective directors and officers, and each Person, if any, who controls
MarkWest within the meaning of the Securities Act or of the Exchange Act to the
same extent as the foregoing indemnity from MarkWest 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 the
Shelf Registration Statement or prospectus supplement 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 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 



 12
 









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 indemnifying
party, without the consent of the indemnified party, shall settle any action in
respect for which indemnification may be sought hereunder, unless the
settlement thereof imposes no liability or obligation on, and includes a
complete and unconditional release from all liability of, the indemnified
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 MarkWest 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
MarkWest on the one hand and such Selling Holder on the other, in such
proportion as is appropriate to reflect the relative fault of MarkWest on the
one hand and of such Selling Holder (or other indemnified party) 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 MarkWest 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.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this paragraph were to be determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable
considerations referred to in the first sentence of this paragraph.  The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall
be deemed to include any legal and other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any Loss which
is the subject of this paragraph. 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.



 13
 









(e)           Other Indemnification.  The provisions of this Section 2.08 shall be
in addition to any other rights to indemnification or contribution which an
indemnified party may have pursuant to law, equity, contract or otherwise.


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


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


(c)           So long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request a copy of
the most recent annual or quarterly report of MarkWest, and such other reports
and documents so filed as such Holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing such Holder to sell any
such securities without registration.


Section 2.10           Transfer or Assignment of
Registration Rights.  The rights to
cause MarkWest to register Registrable Securities granted to the Holders by
MarkWest under this Article II may be transferred or assigned by one or more
Holders to one or more transferee(s) or assignee(s) of such Registrable
Securities, provided that (a) unless such transferee is a Holder or an
Affiliate of the transferring Holder,
or the transfer is to a swap counterparty, following such transfer or
assignment, each such transferee or assignee owns Registrable Securities
representing at least ten million dollars ($10,000,000) of Registrable
Securities (determined by multiplying the number of Registrable Securities
owned by the average of the closing price for Common Units for the ten (10)
trading days preceding the date of such transfer or assignment) or MarkWest
otherwise consents to such transfer or assignment, (b) MarkWest 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 (c) each
such transferee assumes in writing responsibility for its portion of the obligations
of such Holder under this Agreement (unless it is already a party to 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, internet
electronic mail, courier service or personal delivery:



 14
 









(a)           if to the Purchasers, at the most
current addresses given by the Purchasers to MarkWest in accordance with the
provisions of this Section 3.01, which addresses initially are, with respect to
the Purchasers, the addresses set forth in the Purchase Agreement,


(b)           if to a transferee of the Purchaser,
to such Holder at the address provided pursuant to Section 2.10 above, and


(c)           if to MarkWest, at 1515 Arapahoe,
Tower 2, Suite 700, Denver, Colorado 80102, 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
courier service or 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.


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


Section 3.04           Recapitalization, Exchanges, etc.
Affecting the Common Units.  The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all units of MarkWest or any successor or assign of
MarkWest (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities, and shall be appropriately adjusted for combinations,
recapitalizations and the like occurring after the date of this Agreement.


Section 3.05           Specific Performance.  Damages in the event of breach of this
Agreement by a party hereto may be difficult, if not impossible, to ascertain,
and it is therefore agreed that each such Person, in addition to and without
limiting any other remedy or right it may have, will have the right to an
injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it
may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief.  The existence of this right will not preclude
any such Person from pursuing any other rights and remedies at law or in equity
which such Person may have.


Section 3.06           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 3.07           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.



 15
 









Section 3.08           Governing Law.  The laws of the State of Delaware shall
govern this Agreement without regard to principles of conflict of laws.


Section 3.09           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 3.10           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 MarkWest set forth herein.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


Section 3.11           Amendment.  This Agreement may be amended only by means
of a written amendment signed by MarkWest and the Holders of a majority of the
then outstanding Registrable Securities; provided,  however, that
no such amendment shall materially and adversely affect the rights of any Holder
hereunder without the consent of such Holder.


Section 3.12           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.


Section 3.13           Aggregation of Registrable
Securities.  All Registrable
Securities held or acquired by any Persons who are Affiliates of one another
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.


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



 16















IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


	
  

  	
  MARKWEST ENERGY
  PARTNERS, L.P.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  MarkWest Energy GP,
  L.L.C.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ NANCY K. BUESE

  	
   

  
	
   

  	
   

  	
   

  	
  Nancy K. Buese

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
						



 













 


	
  

  	
  ZLP FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Zimmer Lucas
  Partners, LLC,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ DEVIN GEOGHEGAN

  	
   

  
	
   

  	
   

  	
  Devin Geoghegan,
  Partner

  



 













 


	
  

  	
  STRUCTURED FINANCE AMERICAS,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ SUNIL HARIANI

  
	
   

  	
   

  	
  Sunil Hariani

  
	
   

  	
   

  	
  V.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ ANDREA LEUNG

  
	
   

  	
   

  	
  Andrea Leung

  
	
   

  	
   

  	
  V.P.

  



 













 


	
  

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  by its agent

  
	
   

  	
   

  
	
   

  	
  RBC CAPITAL MARKETS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOSEF MUSKATEL

  	
   

  
	
   

  	
   

  	
  Josef Muskatel

  
	
   

  	
   

  	
  Director and Senior
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN MILKE

  	
   

  
	
   

  	
   

  	
  Steven Milke

  
	
   

  	
   

  	
  Managing Director

  
					



 













 


	
  

  	
  THE CUSHING MLP
  OPPORTUNITY FUND I, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JERRY V. SWANK

  	
   

  
	
   

  	
   

  	
  Jerry V. Swank

  
	
   

  	
   

  	
  Managing Partner

  



 













 


	
  

  	
  GPS
  INCOME FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GPS Partners, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN SUGARMAN

  	
   

  
	
   

  	
   

  	
  Steven Sugarman,
  Partner

  



 


	
  

  	
  GPS
  HIGH YIELD EQUITIES FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GPS Partners, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN SUGARMAN

  	
   

  
	
   

  	
   

  	
  Steven Sugarman,
  Partner

  



 


	
  

  	
  GPS
  NEW EQUITY FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GPS Partners, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN SUGARMAN

  	
   

  
	
   

  	
   

  	
  Steven Sugarman,
  Partner

  



 


	
  

  	
  GPS
  MLP FUND LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GPS Partners, LLC,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN SUGARMAN

  	
   

  
	
   

  	
   

  	
  Steven Sugarman,
  Partner

  



 


	
  

  	
  AGILE
  PERFORMANCE FUND LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ STEVEN SUGARMAN

  	
   

  
	
   

  	
   

  	
  Steven Sugarman,
  Partner

  



 













 


	
  

  	
  KAYNE
  ANDERSON MLP INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JAMES BAKER

  
	
   

  	
   

  	
  James Baker

  
	
   

  	
   

  	
  Vice President

  



 













 


	
  

  	
  TORTOISE
  ENERGY INFRASTRUCTURE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ TERRY MATLACK

  	
   

  
	
   

  	
   

  	
  Terry Matlack,
  Managing Director

  



 


	
  

  	
  TORTOISE
  ENERGY CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ TERRY MATLACK

  	
   

  
	
   

  	
   

  	
  Terry Matlack,
  Managing Director

  



 


















Schedule A


	
  Purchaser

  	
   

  	
  Units Purchased

  	
   

  	
  Total Purchase Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kayne Anderson MLP Investment Company

  	
   

  	
  303,215

  	
   

  	
  $

  	
  10,000,030.70

  	
   

  
	
  GPS Income Fund LP

  	
   

  	
  148,239

  	
   

  	
  $

  	
  4,888,922.22

  	
   

  
	
  GPS High Yield Equities Fund LP

  	
   

  	
  36,027

  	
   

  	
  $

  	
  1,188,170.46

  	
   

  
	
  GPS New Equity Fund LP

  	
   

  	
  268,027

  	
   

  	
  $

  	
  8,839,530.46

  	
   

  
	
  GPS MLP Fund LP

  	
   

  	
  22,739

  	
   

  	
  $

  	
  749,932.22

  	
   

  
	
  Agile Performance Fund LLC

  	
   

  	
  30,321

  	
   

  	
  $

  	
  999,986.58

  	
   

  
	
  Tortoise Energy Infrastructure Corporation

  	
   

  	
  121,286

  	
   

  	
  $

  	
  4,000,012.28

  	
   

  
	
  Tortoise Energy Capital Corporation

  	
   

  	
  181,929

  	
   

  	
  $

  	
  6,000,018.42

  	
   

  
	
  Royal Bank of Canada

  	
   

  	
  1,313,933

  	
   

  	
  $

  	
  43,333,510.34

  	
   

  
	
  Structured Finance Americas, LLC

  	
   

  	
  272,893

  	
   

  	
  $

  	
  9,000,011.14

  	
   

  
	
  The Cushing MLP Opportunity Fund I, LP

  	
   

  	
  1,212,857

  	
   

  	
  $

  	
  40,000,023.86

  	
   

  
	
  ZLP Fund, L.P.

  	
   

  	
  181,929

  	
   

  	
  $

  	
  6,000,018.42

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  4,093,395

  	
   

  	
  $

  	
  135,000,167.10