Exhibit 10.32

OMNIBUS TERMINATION AGREEMENT

This Omnibus Termination Agreement (this “Agreement”), is made and entered into this 16th day of November, 2007 (“Effective Date”), by and among Equitable Production Company (“Equitable”), MarkWest Energy Appalachia, L.L.C.  (“MEA”) and MarkWest Hydrocarbon, Inc. (“MHI”) (with MEA and MHI together referred to herein as “MarkWest”). Equitable, MEA and MHI are each sometimes referred to herein, individually, as a “Party”, and, collectively, as the “Parties”.

RECITALS:

WHEREAS, Equitable and MEA, and their affiliates, have rearranged certain aspects of their ongoing natural gas gathering, processing, transportation, fractionation and sales business arrangements related to their facilities in Kentucky, and have entered into new agreements (or amended certain existing agreements) to facilitate those changes, which agreements are listed in Exhibit A to  this Agreement (“New Contracts”);

WHEREAS, under the new business arrangements among the Parties and their affiliates, certain existing agreements between the Parties will be replaced and/or are no longer needed; and

WHEREAS, the New Contracts provide, concurrent with execution thereof, or the new business arrangements between the parties contemplate, for the termination of those certain existing agreements between the Parties and/or their affiliates, as described below:

1)                                      Gas Processing Agreement (Maytown), dated May 28, 1999, as amended by instruments dated March 26, 2002 and September 23, 2004 (as amended, the “Maytown Agreement”);

2)                                      Equipment Lease Agreement, dated May 28, 1999 (“Equipment Lease”);

3)                                      Pipeline Lease Agreement, dated May 28, 1999 (“Pipeline Lease”); and

4)                                      Lease Agreement, dated May 21, 2002 (“Ground Lease”).

5)                                      Guaranty from MHI., to Equitable Production Company, dated March 26, 2002.

(collectively, together with all amendments or supplements thereto, the “Terminated Contracts”);

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree, on behalf of themselves and of their affiliates, as follows:

ARTICLE 2
TERMINATION OF AGREEMENTS

Section 2.1            Termination.    Effective upon the Effective Date, Equitable and MarkWest hereby agree that subject to their execution of the New Contracts and to Section 2.3 below, the Terminated Agreements are hereby terminated and shall, as of the Effective Date, be of no further force or effect.  Each of Equitable and MarkWest waives any applicable termination notice requirements, and shall execute and place such amendments of record as are necessary to effectuate said termination.

Section 2.2            No Cross Default.    Equitable and MarkWest expressly agree that the termination of the Terminated Contracts, including, without limitation, the termination of the Maytown Agreement and Pipeline Lease, shall not act as or be construed as an event of default or cross termination as set forth in any other agreement among Equitable and MarkWest or their affiliates.

Section 2.3            Audit Rights.    The Parties agree that certain limited audit rights with respect to the Terminated Agreements shall survive the termination thereof solely to the extent provided in that certain New Contract captioned as the Settlement and Release Agreement.

ARTICLE 3
TRANSFER OF POSSESSION AND RELEASE

Section 3.1            Transfer of Possession of Maytown Plant and Pipeline.    As of the Effective Date, MarkWest shall transfer possession and control of the Maytown Plant to Equitable Gathering, LLC (“EG”), subject to and in accordance with the terms and conditions of that certain New Contract captioned as the Assignment and Bill of Sale and Assumption Agreement.  As of the Effective Date, MarkWest shall transfer possession and control of the Pipeline to EG, subject to and in accordance with the terms and conditions of that certain New Contract captioned as the Transfer of Operations and Reimbursement Agreement.