EXHIBIT 99.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
MARKWEST ENERGY PARTNERS,
L.P.
This Amendment No. 2 (“
Amendment No. 2 ”) to the AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF MARKWEST ENERGY PARTNERS, L.P.
dated May 24, 2002, is agreed to, approved and made effective
the 10 th day of June 2005, on behalf of MarkWest
Energy Partners, L.P. (the “ Partnership ”) by
Markwest Energy GP, L.L.C., the general partner of the Partnership
(the “ General Partner ”).
W I T N E S S E T
H
WHEREAS, the General Partner, the
Initial Limited Partner, the Organizational Limited Partner and the
Limited Partners of the Partnership entered into that certain
Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of May 24, 2002 (the “
Partnership Agreement ”);
WHEREAS, as a consequence of the
application of APB 25 (defined below) to the transfer of ownership
interests in the General Partner and of subordinated units of the
Partnership to certain directors and officers of the General
Partner and of MarkWest Hydrocarbon, Inc. (the “
Company ”), the corporate parent of the General
Partner, consistent with Staff Accounting Bulletin 1-B, Allocation
of Expenses And Related Disclosure In Financial Statements of
Subsidiaries, Divisions Or Lesser Business Components of Another
Entity, the General Partner will be deemed to
make a capital contribution from time to time for the offsetting
charge accounted for as compensation expense to the
Partnership;
WHEREAS,
Section 13.1(d)(i) and (d)(iv) of the Partnership
Agreement provides that the General Partner may amend any provision
of the Partnership Agreement without the approval of any Partner or
Assign
