Exhibit
10.34  ASSIGNMENT AND BILL OF SALE AND ASSUMPTION AGREEMENT  This ASSIGNMENT AND BILL OF SALE AND ASSUMPTION AGREEMENT (Assignment) is dated the 16thday of November,2007, and effective as of 7:00 a.m.,
Eastern Time, on November 16, 2007, (Effective Time),
is from MARKWEST ENERGY APPALACHIA, L.L.C.(MarkWest) to Equitable Production
Company(EPC) and Equitable Gathering, LLC(EG)(with EPC and EG together referred to herein as Equitable).  FOR Ten Dollars and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, MarkWest hereby GRANTS,
CONVEYS, SELLS and ASSIGNS to EG, all of MarkWests right, title and interest
in the following properties (real, personal or mixed) and rights (contractual or
otherwise):  (a)The gas processing plant and
related facilities, together with the gas compression facilities owned by
MarkWest known as the Maytown Plant, together with, any and all gas
processing facilities, gas refrigeration and chilling equipment, gas
compression and cooling equipment, product separation and fractionation
vessels, product storage vessels, and associated condensing, heating,
compressing, pumping, conveying, and other equipment and instrumentation; all
existing piping, valves and fittings; any refrigeration compression, all
operating and control systems and equipment; including all measurement and
communications equipment; all utility system; and all structures associated
with those facilities, including, without limitation, the equipment and
facilities described on Exhibit A, attached hereto (the Plant);  (b)           All third party (non-Equitable)
easements, rights-of-way, and other property rights pertaining to the location,
use, operation and maintenance of the Plant.  All of the properties (real, personal and mixed) described hereinabove
are referred to as Properties.  TO HAVE AND TO HOLD the Properties, together with all and singular the
rights and appurtenances thereunto in anywise belonging unto Equitable, its
successors and assigns, forever, subject to the following terms and conditions:  1.             Special Warranty
Of Title.MarkWest
represents and warrants that the Properties are free and clear of all liens,
encumbrances, security interests or other adverse claims arising by, through or
under MarkWest.  MarkWest shall warrant
and defend the title to the Properties conveyed to EG against every person
whomsoever lawfully claims the Properties or any part thereof by, through, or
under MarkWest, but not otherwise.


MarkWest further represents that:  a.         As of the date of this Assignment,
MarkWest has not received written notice of any existing or threatened
environmental claims or conditions related to the Properties which,
individually or in the aggregate, would reasonably be expected to have a
material adverse effect.  b.         MarkWest has not received written
notice of any undisclosed charges, obligations or payments which MarkWest owes
to any third party, now or in the future, relating to the Properties, that
Equitable will become subject to, excluding charges incurred in the ordinary
course of business.  Equitable represents and warrants that:  a.         Equitable has the full power and right
to enter into and perform its obligations with respect to the Properties as
described in this Assignment.  2.             Compliance With
Laws:  This Assignment is made
subject to all applicable laws, statutes, ordinances, permits, decrees, orders,
judgments, rules and regulations which are promulgated, issued or enacted
by a governmental entity having appropriate jurisdiction.  3.             Tax
Apportionment:  3.1           Non-Ad-Valorem Taxes Fees and
Expenses.  Equitable shall assume
responsibility for and bear and pay all sales, use, documentary, recording,
stamp, transfer, and other similar taxes, fees and expenses attributable to or
arising from EGs purchase of the Properties as contemplated under the terms of
this Assignment.  Equitable further
agrees to pay all filing and recording fees relating to the filing and
recording of any instruments delivered by MarkWest to convey the Properties to
EG.  For the taxes or fees which MarkWest
retains responsibility for, MarkWest shall indemnify, defend and hold harmless
Equitable, its affiliates, and their directors, officers, employees and
representatives with regard to any damages, obligations, liabilities,
penalties, costs and expenses (including without limitation reasonable
attorneys fees) resulting in any way from the nonpayment of taxes or other fees
for which MarkWest is responsible. For the taxes or fees which Equitable
assumes responsibility for pursuant to that certain Settlement and Release Agreement by and among EPC, EG, MarkWest and
MarkWest Hydrocarbon, Inc., dated November 16, 2007, Equitable
shall indemnify, defend and hold harmless MarkWest, its affiliates, and their
directors, officers, employees and representatives with regard to any damages,
obligations, liabilities, penalties, costs and expenses (including without
limitation reasonable attorneys fees) resulting in any way from the nonpayment
of taxes or other fees for which Equitable is responsible.  3.2           Payment of Ad Valorem and Similar
Taxes.  Subject to Sections 3.4, 3.5
and 3.6, (i) MarkWest shall be responsible for the preparation and filing
of any ad valorem and similar property tax returns that are required to be
filed prior to the  2


Effective
Date and shall be responsible for the payment of all ad valorem and other
property taxes, including fines, interest, and penalties related thereto,
imposed on or with respect to the Properties and that are attributable to any
time prior to the Effective Date and shall be entitled to any refunds, rebates,
overpayments and the like, arising from or with respect to the Properties and
that are attributable to any time prior to the Effective Date; (ii) Equitable
shall be responsible for the preparation and filing of any ad valorem and
similar property tax returns that are required to be filed subsequent to the
Effective Date and shall be responsible for the payment of all ad valorem and
other property taxes, including fines, interest and penalties related thereto,
imposed on or with respect to the Properties and that are attributable to any
time on or after the Effective Date and shall be entitled to any refunds,
rebates, overpayments and the like, arising from or with respect to the
Properties and that are attributable to any time on or after the Effective
Date.  MarkWest agrees upon request to
provide Equitable with copies of any said prior tax returns filed and tax
assessments.  3.3           Pro Rata Sharing of Ad Valorem and
Similar Taxes.  Estimates of ad
valorem and similar taxes applicable to the Properties for the 2007 tax year
shall be allocated pro rata between MarkWest and EG at the Closing, effective
as of the Effective Date.  Pro rata sharing
shall be computed as follows:  Equitables
pro rata share = (Equitable Days ̧365) x Estimated Tax;  MarkWests
pro rata share = (MarkWest Days ̧365) x Estimated Tax where,  Estimated
Tax means ad valorem taxes actually paid for the 2007 tax year as related to
the Properties;  Equitable
Days means the number of days elapsing from and including the Effective Date
to and including December 31, 2007;  MarkWest
Days means the number of days elapsing from and including January 1,
2007, to but not including the Effective Date.  3.4           Payment of Pro Rata Share of Ad
Valorem Taxes.  MarkWest shall remit
the MarkWests pro rata share of the 2007 tax year estimated ad valorem taxes
to Equitable on the Effective Date. 
Equitable shall then be responsible for preparation, filing and payment
of such taxes.  3.5           True-up of Ad Valorem.  Any difference between (a) the amount of
MarkWests pro rata share of ad valorem taxes actually paid or to be paid to
the appropriate taxing authorities for 2007, and (b) the estimate of
MarkWests pro rata share of ad valorem taxes paid to Equitable at the
Effective Date, shall be settled between MarkWest and Equitable pursuant to the
final accounting prepared by Equitable (which must be approved by MarkWest)
upon receipt of  3


the
2007 tax statement.  The parties agree to
settle the difference by payment within thirty (30) days of the receipt of the
2007 tax statement.  Each party shall
also pay to the other party the extent of any tax refund received for the
period covering the time the other party owned the Properties.  4.             Transition
Services.  For a period of 90 days
following the execution of this Agreement, MarkWest shall provide reasonable
assistance transitioning operations of the Properties free of charge; provided,
however, if representatives of MarkWest are called out to the Properties to
assist Equitable in the maintenance thereof, Equitable shall reimburse MarkWest
at a rate of $60.00 per hour per person.  5.             Successors and
Assigns.  The terms, covenants and
conditions contained in this Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  6.             Assumption.  Upon the Effective Time, except as expressly agreed
otherwise, Equitable covenants with MarkWest that Equitable shall assume and
perform all obligations and responsibilities relating to or arising from the
ownership, operation or use of the Properties; and will assume all liabilities
of any nature arising from or related to the ownership, use or operation of the
Properties (collectively, the Assumed Liabilities).  7.             Indemnification.Equitable shall release MarkWest
from and shall fully protect, indemnify and defend MarkWest,its
parents, subsidiaries and affiliates (including, but not limited to MarkWest
Hydrocarbon, Inc.), and each of their respective officers, employees,
shareholders, members, equity holders, agents, successors and assigns
(hereinafter referred to as the MarkWest
Indemnified Parties)and hold them harmless from and
against any and all Claims, including Environmental Claims, (as each are
defined below) relating to, arising out of, or connected with the ownership or
operation of the Properties, or any part thereof, pertaining to the period of
time prior to, at and after the Effective Time, no matter when asserted;
including without limitation, Claims relating to (a) injury or death of
any person or persons whomsoever, (b) damages to or loss of any property
or resources, (c) common law causes of action such as negligence, gross
negligence, strict liability, nuisance or trespass, (d) fault imposed by
statute, rule, regulation or otherwise, (e) the Assumed Liabilities, or (f) breach
of this Assignment by Equitable,its parents, subsidiaries and
affiliates (including, but not limited to Equitable Production Company), and
each of their respective officers, employees, shareholders, members, equity
holders, agents, successors and assigns (hereinafter referred to as the Equitable Indemnified Parties).  Provided, however, the foregoing assumption and
indemnity obligation shall not apply to the extent caused by the gross
negligence or willful misconduct of, or breach of this Assignment by, MarkWest
or the MarkWest Indemnified Parties, nor include indirect, punitive,
consequential, or exemplary damages, except with respect to their inclusion in
third party claims.  4


MarkWest shall release Equitable and the Equitable
Indemnified Parties and hold them harmless from and against any and all Claims
resulting from the gross negligence or willful misconduct of, or breach of this
Assignment by, MarkWest or the MarkWest Indemnified Parties.  As used herein, Claims
means all actions, causes of action, suits, damages, costs, fees, expenses,
judgments, executions, agreements, controversies, debts, dues, complaints,
penalties, fines, violations, claims and demands whatsoever, administrative,
judicial or otherwise, including reasonable attorneys fees and costs, in law
and in equity.  As used herein, Environmental Claims means all Claims for pollution or
environmental damages of any kind, including without limitation, those relating
to: (a) remediation and/or clean-up thereof, (b) related damage to
and/or loss of any property or resource, and/or (c) related injury or
death of any person(s) whomsoever; including without limitation, Claims
relating to breach and/or violation of Environmental Laws, related common law
causes of action such as negligence, gross negligence, strict liability,
nuisance or trespass, or fault imposed by statute, rule, regulation or
otherwise, Claims relating to asbestos, naturally occurring radioactive
materials or other potentially hazardous substances, all reasonable costs
associated with remediation and clean up, and fines and penalties associated
with any of the foregoing.  As used herein, Environmental Laws means all applicable laws, statutes,
ordinances, permits, orders, judgments, rules or regulations which are
promulgated, issued or enacted by a governmental entity authority having
appropriate jurisdiction that relate to (a) the prevention of pollution or
environmental damage, (b) the remediation of pollution or environmental
damage, or (c) the protection of the environment generally; including
without limitation, the Clean Air Act, as amended, the Clean Water Act, as
amended, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, the Federal Water Pollution Control Act, as amended,
the Resource Conservation and Recovery Act of 1976, as amended, the Safe
Drinking Water Act, as amended, the Toxic Substance and Control Act, as
amended, the Superfund Amendments and Reauthorization Act of 1986, as amended,
the Hazardous and the Solid Waste Amendments Act of 1984, as amended, and the
Oil Pollution Act of 1990, as amended, and any analogous applicable state or
local laws, statutes, ordinances, permits, orders, judgments, rules or
regulations.  8.             Disclaimer
- Representations and Warranties.  Except as expressly set forth in this Assignment, Equitable
acknowledges and agrees that the Properties are being transferred, assigned and
conveyed from MarkWest to EG AS-IS, WHERE-IS, and with all faults in their
present condition and state of repair, without recourse.  Except as expressly stated in this
Assignment, MarkWest hereby disclaims any and all representations and
warranties concerning the Properties, express, statutory, implied or otherwise,
including any related to conditions (physical or environmental), compliance
with applicable laws, absence of defects  5


(latent
or patent), safety, state of repair, merchantability or fitness for a
particular purpose, and Equitable expressly releases MarkWest from the same.  9.             Further
Assurances.  MarkWest and Equitable
agree to 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 Assignment.  10.           Choice of Law.  This Assignment 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.  11.           Counterparts.  This Assignment is being executed in multiple
counterparts each of which shall for all purposes be deemed to be an original
and all of which shall constitute one instrument.  (signature page follows)  6


EXECUTED on the day and year first referenced above, but effective as
of the Effective Time.  EQUITABLE GATHERING, LLC
  
  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 & PresidentEQUITABLE PRODUCTION COMPANYBy:
  /s/ JOSEPH OBRIENName:
  Joseph OBrienTitle:
  President