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 2.1Termination.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 2.2No Cross Default.Equitableand 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 2.3Audit Rights.ThePartiesagree 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 3.1Transfer 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.  Section 3.2Release.As
of the Effective Date, Equitable and MarkWest shall have addressed, resolved or
released each other from all claims by, between, or among the Parties and their
affiliates, except as expressly set forth in that certain Settlement and Release Agreement by and among
Equitable, EG, MarkWest and MHI, dated November 16, 2007.  ARTICLE 4
MISCELLANEOUS  Section 4.1Governing Law.This
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Kentucky without regard to choice of law principles. It is
agreed that venue regarding any action or proceedings with respect to any claim
or dispute arising out of or related to the matters described herein shall lie
exclusively in the Federal Court for the Eastern District of Kentucky, or, if
the Federal Court does not exercise jurisdiction, in the State Court located in
Fayette County, Kentucky.  Section 4.2Severability.Upon a
determination by a court of competent jurisdiction that any term or other
provision of this Agreement is invalid, illegal or incapable of being  2


enforced,
then (i) all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect, (ii) the parties shall
negotiate in good faith to modify this Agreement to give effect to the original
economic and legal intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated by this
Agreement are fulfilled to the extent possible and (iii) if the Parties
are unable to agree on such modifications to this Agreement and the economic or
legal substance of the transactions contemplated by this Agreement is affected
in any manner materially adverse to any Party, then this Agreement shall be
interpreted to give effect to the original economic and legal intent of the
Parties as closely as possible in an acceptable manner to the end that the
transactions contemplated by this Agreement are fulfilled to the extent
possible.  Section 4.3Amendments and Waivers.No
amendment, supplement, waiver or termination of this Agreement shall be binding
unless executed in writing by each Party to be bound thereby.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
(whether or not similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.  Section 4.4Counterparts.This
Agreement may be executed in one or more counterparts, including facsimile
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Section 4.5Further AssurancesSectionEach Party
hereafter shall take all such further actions and to execute, acknowledge and
deliver all such further documents that are reasonably necessary or useful in
carrying out the purpose of this Agreement.  (signature
page follows)  3


IN
WITNESS WHEREOF, each Party
hereto, intending to be legally bound, has executed this Agreement as its free
act and deed on the day first set forth above.  EQUITABLE
  PRODUCTION COMPANY
  
  MARKWEST
  ENERGY APPALACHIA, L.L.C.By:
  /s/ JOSEPH OBRIEN
  
  By:
  /s/ FRANK M. SEMPLEName:
  Joseph OBrien
  
  Name:
  Frank M. SempleTitle:
  President
  
  Title:
  CEO & President  MARKWEST
  HYDROCARBON, INC.By:
  /s/ FRANK M. SEMPLEName:
  Frank M. SempleTitle:
  CEO & President


EXHIBIT A  TO THE OMNIBUS TERMINATION
AN RELEASE AGREEMENT  New Contracts:  1.Settlement and Release
Agreement, by and among Equitable Gathering, LLC (EG),
Equitable Production Company (EPC), MarkWest
Energy Appalachia, L.L.C. (MEA) and
MarkWest Hydrocarbon, Inc. (MHI), datedNovember 16, 2007  2.Transfer of Operations,
Assignment and Reimbursement Agreement, by and among EPC, EG and MEA, dated November 16, 2007  3.Closing Agreement, by and
among EPC, EG, MEA and MHI, dated November 16,
2007  4.Natural Gas Liquids
Transportation, Fractionation and Marketing Agreement, by and between EG and
MEA, dated November 16, 2007  5.Natural Gas Liquids Exchange
Agreement, by and between EG and MEA, dated November 16,
2007  6.Assignment and Bill of Sale
and Assumption Agreement, by and among EPC, EG and MEA, dated November 16, 2007  7.Amendment to Netting,
Financial Responsibility and Security Agreement, by and between EPC and MHI,
dated September 23, 2004, as amended on November 16,
2007  8.Amendment to Netting,
Financial Responsibility and Security Agreement, by and between EPC and MEA,
dated September 23, 2004, as amended on November 16,
2007  9.Amendment to Firm Gas
Processing Agreement (Dwale), by and between EPC and MHI, dated September 23,
2004, as amended on November 16, 2007  10.Amendment to Firm Gas
Processing Agreement (Non-Dwale), by and between EPC and MHI, dated September 23,
2004, as amended on November 16, 2007  11.Amendment to Guaranty, by
and between EPC and MarkWest Energy Partners, Inc., dated March 26,
2002, as amended on November 16, 2007