Exhibit
        10.4

    

     

    FIRST
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,

    LIMITED
      WAIVER AND CONSENT

    AND
      

    FIRST
      AMENDMENT TO SECURITY AGREEMENT

     

    THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
      LIMITED
      WAIVER AND CONSENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (hereinafter called
      this “Amendment”)
      is
      dated as of June 17, 2008, by and among BREITBURN
      OPERATING L.P., a Delaware limited partnership (the “Company”),
      BREITBURN ENERGY PARTNERS L.P., as Parent Guarantor (“Parent”),
      the
      Company’s Subsidiaries, as guarantors (the “Guarantors”),
      the
      Lenders (defined below), and WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in
      such capacity, together with its successors in such capacity “Administrative
      Agent”).

     

    WITNESSETH:

    


    WHEREAS,
      the Company, the Guarantors, Administrative Agent, Issuing Lender and the
      Lenders have entered into that certain Amended and Restated Credit Agreement
      dated as of November 1, 2007 (as amended, modified or restated from time to
      time, the “Credit
      Agreement”),
      whereby upon the terms and conditions therein stated the Lenders have agreed
      to
      make certain loans to the Company upon the terms and conditions set forth
      therein; and

    


    WHEREAS,
      the Company has requested that the Lenders agree to increase the Borrowing
      Base
      to $900,000,000 pursuant to Section
      2.05 of
      the
      Credit Agreement; and 

    


    WHEREAS,
      the Company and the Parent have notified the Administrative Agent and the
      Lenders that Parent intends to consummate the Provident Acquisition and the
      BEC
      Contribution each as herein defined; and 

    


    WHEREAS,
      the Company and the Parent have notified the Administrative Agent and the
      Lenders that the Parent will enter into an agreement with BreitBurn Energy
      Corporation to transfer up to 50% of BreitBurn Management Company to a group
      that includes BreitBurn Energy Corporation and which acquires BreitBurn Energy
      Company L.P.; and

    


    WHEREAS,
      as a condition to the amendments, consents and waivers set forth herein, the
      Administrative Agent and the Lenders require BreitBurn GP LLC to become a party
      to the Security Agreement; and

    


    WHEREAS,
      subject to the terms hereof, the undersigned Lenders are willing to agree to
      the
      consents, waivers and amendments to the Credit Agreement and the Security
      Agreement as set forth herein.

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      herein contained, the parties to this Amendment hereby agree as
      follows:

    


    SECTION
      1. Defined Terms.
      

    


    (a) As
      used
      in this Amendment the following terms have the meanings set forth
      below.

    


    “Amendment
      Closing Date Transactions”
means
      the Provident Acquisition and the BEC Contribution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Amendment
      Effective Date”
has
      the
      meaning given to such term in Section 6.

    


    “BEC
      Contribution”
      means
      the contribution by BreitBurn Energy Corporation to the Parent of all of
      BreitBurn Energy Corporation’s interests in BreitBurn Management Company on the
      Amendment Effective Date pursuant to the BEC Contribution Agreement.


    


    “BEC
      Contribution Agreement”
      means
      the Contribution Agreement dated as of June 11, 2008, by and among BreitBurn
      Energy Corporation and the Parent, as Buyer, governing the BEC Contribution.
      

    


    “BMC
      Transfer” means
      the
      transfer by the Parent of up to 50% of BreitBurn Management Company to BreitBurn
      Energy Company L.P. to a group that includes BreitBurn Energy Corporation and
      which acquires BreitBurn Energy Company, L.P. in a transaction that is approved
      by the independent directors of BreitBurn GP LLC and that is on fair and
      reasonable terms no less favorable to the Parent and its Affiliates than would
      be obtainable in a comparable arm’s-length transaction with a Parent not an
      Affiliate of the Parent. 

    


    “BreitBurn
      Management Company”
      means
      BreitBurn Management Company, LLC, a Delaware limited liability
      company.

    


    “Organization
      Document Amendments”
      means
      the amendments to the Organization Documents of the Loan Parties being made
      on
      the Amendment Effective Date.

    


    “Provident”
      means,
      collectively, Pro
      LP
      Corp. and Pro GP Corp.

    


    “Provident
      Acquisition”
means
      the consummation of the following transactions pursuant to the Provident
      Acquisition Agreement: (i) the acquisition by the Parent from
      Pro
      LP Corp., an affiliate of Provident Energy Trust, of
      all
      of
      Pro LP Corp.’s limited partnership interests in Parent, followed by cancellation
      on the Amendment Closing Date of such interests, (ii) acquisition by the Parent
      from Pro GP Corp. of all of Pro GP Corp.’s limited partnership interests in the
      Parent, followed by cancellation on the Amendment Closing Date of such
      interests, (iii) acquisition by the Parent from Pro GP Corp. and Pro LP Corp.,
      an affiliate of Provident Energy Trust of all the limited liability company
      interests in BreitBurn
      Management Company owned by Pro GP Corp. and Pro LP Corp.,
      (iv)
      the contribution by BreitBurn
      Management Company
      to the
      Parent of the ownership interest in BreitBurn GP LLC, so that following such
      contribution BreitBurn GP LLC will be a wholly owned subsidiary of the Parent.
      

    


    “Provident
      Acquisition Agreements”
(i)
      the
      Purchase Agreement dated as of June 11, 2008, by and among Pro LP Corp., a
      Delaware corporation and Pro GP Corp., a Delaware corporation, as Selling
      Parties), and the Parent, as Buyer, governing the purchase and sale of general
      partnership interests in the Parent, and (ii) the Purchase Agreement dated
      as of
      June 11, 2008, by and among Pro LP Corp., a Delaware corporation and Pro GP
      Corp., a Delaware corporation, as Selling Parties), and the Parent, as Buyer,
      governing the purchase and sale of limited liability company interests in
      BreitBurn Management company, LLC .

    


    “Transactions”
      means
      the
      Amendment Closing Date Transactions and the BMC Transfer.

    


    (b) Except
      as
      may otherwise be provided herein, all other capitalized terms that are defined
      in the Credit Agreement shall have the same meaning herein as therein, all
      of
      such terms and their definitions being incorporated herein by reference.



    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    


    SECTION
      2. Limited
      Waiver and Consents.
      Effective as of the Amendment Effective Date, pursuant to the request of the
      Company and the Parent, the undersigned Lenders hereby: 

    


    (a) Waive
      the
      use of proceeds requirement contained in Section
      7.16
      of the
      Credit Agreement to the extent required in order to permit an advance to be
      made
      to the Company on the Amendment Effective Date, provided
      that
      the
      proceeds of such advance will be used by the Company (A) to pay a cash dividend
      to the Parent in an amount up to $345,000,000, and such cash will be used by
      the
      Parent and its affiliates to consummate the Provident Acquisition, (ii) to
      pay
      transaction costs associated with the Amendment Closing Date Transactions and
      with the Borrowing Base increase and the amendments, consents and waivers
      described herein, and (B) to pay accrued interest and fees to the Lenders.
      Waive
      the requirement that the Borrower make the representation and warranty contained
      in Section
      6.08
      of the
      Credit Agreement (use of loan proceeds to purchase Margin Stock) in connection
      with the advance made on the Amendment Effective Date. 

    


    (b)
       Waive
      the
      provisions of Section
      8.04 of
      the
      Credit Agreement to permit the Parent to invest in BreitBurn Management Company.
      Waive the provisions of Section
      8.02
      of the
      Credit Agreement to permit the BMC Transfer. 

    


    (c) Waive
      the
      restrictions on Investments contained in Section
      8.04
      of the
      Credit Agreement and the restrictions on dividends and equity repurchases
      contain in Section
      8.09
      of the
      Credit Agreement to permit the payment of a dividend by the Company to the
      Parent and to permit the acquisition of equity interests from Provident pursuant
      to the Provident Acquisition. 

     

    (d) Waive
      the
      requirement that transactions among Affiliates must be “in the ordinary course
      of business” contained in Section
      8.06
      of the
      Credit Agreement to the extent required in order to permit the Transactions,
      provided however, that the Lenders do not waive the requirement contained in
      Section
      8.06
      of the
      Credit Agreement that such transaction shall be upon fair and reasonable terms
      no less favorable to the Parent than would be obtainable in a comparable
      arm’s-length transaction with a Person not an Affiliate of the Parent.


    


    (e) Consent
      to the Organization Document Amendments pursuant to Section
      8.11 (c)
      of the
      Credit Agreement.

    


    (f) Waive
      any
      Default or Event of Default by reason of a Change of Control arising from the
      Provident Acquisition under Section
      9.01(h)
      of the
      Credit Agreement arising from the Amendment Closing Date Transactions.


    


    (g) Waive
      the
      provisions contained in Article
      IV and
      Sections
      7.14 and
      7.15
      of the
      Credit Agreement to the extent required in order to permit the following: (a)
      BreitBurn Management Company will not be required to give a guaranty and
      security agreement on the Amendment Effective Date, provided
      however,
      that
      (i) for so long as BreitBurn Management Company is not a Guarantor, the Parent
      may not, either directly or through any of its Subsidiaries, make Investments
      in
      BreitBurn Management Company, and (ii) BreitBurn Management Company shall
      execute a guaranty agreement and security agreement if it is still a Subsidiary
      as defined in the Credit Agreement 90 days after the Amendment Effective Date;
      (b) the Parent will not be required to pledge its interests in BreitBurn GP
      LLC;
      and (c) BreitBurn GP LLC shall not be required to pledge its general partnership
      interest in the Parent.

    


    SECTION
      3. Amendments
      to Credit Agreement.
      Effective as of the Amendment Effective Date, the Credit Agreement is hereby
      amended as follows:


    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

    


    (a) Amendment
      to Definition of Change of Control.
      The
      definition of Change of Control is amended to read as set forth below.


    


    “Change
      of Control”
      means
      

    


    (a)
      General Partner shall cease to own, directly or indirectly, all of the general
      partner interest (including without limitation, all outstanding securities
      convertible to general partner interests) of the Company; or BreitBurn GP LLC
      shall cease to own, directly or indirectly, all of the general partner interest
      (including without limitation, all outstanding securities convertible to general
      partner interests) of Parent; or

    


    (b)
      Parent shall cease to own, directly or indirectly, all of the limited
      partnership interests (including without limitation, all outstanding Equity
      convertible to limited partner interests) of the Company, or shall cease to
      own,
      directly or indirectly, all of the general partnership interest (including
      without limitation, all outstanding Equity convertible to general partner
      interests) of the Company, or shall cease to own, directly or indirectly, at
      least 51%
      of
      the member interest (including without limitation, all outstanding Equity
      convertible to limited partner interests) of BreitBurn GP LLC; or

    


    (c)
      a
      sale of all or substantially all of the assets of the Loan Parties taken as
      a
      whole to any Person or group of Persons; or

    


    (d)
      the
      liquidation or dissolution of Parent or the Company; or

    


    (e)
      any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, but excluding any employee benefit plan of
      such
      person or its subsidiaries, and any person or entity acting in its capacity
      as
      trustee, agent or other fiduciary or administrator of any such plan) becomes
      the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
      Exchange Act of 1934, except that a person or group shall be deemed to have
      “beneficial ownership” of all securities that such person or group has the right
      to acquire, whether such right is exercisable immediately or only after the
      passage of time (such right, an “option right”)), directly or indirectly, of 50%
      or more of the equity securities of the Parent or of the general partner of
      the
      Parent entitled to vote for members of the board of directors or equivalent
      governing body of the Parent or the general partner of the Parent on a
      fully-diluted basis (and taking into account all such securities that such
      “person” or “group” has the right to acquire pursuant to any option right);
      or

    


    (f)
      the
      first day on which a majority of the Board of Directors of BreitBurn GP LLC
      are
      not Continuing Directors. “Continuing
      Directors”
means
      any member of the board of directors (or managers, in the case of a limited
      liability company) of BreitBurn GP LLC, who (A) is a member of such board of
      directors or managers as of the date of this Agreement or (B) was nominated
      for
      election or elected to such board of directors or managers with the affirmative
      vote of two-thirds of the Continuing Directors who were members of such board
      of
      directors or managers at the time of such nomination or election (not including
      as board nominees any directors which the board is obligated to nominate
      pursuant to shareholders’ agreements, voting trust arrangements or similar
      arrangements).


    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

    


    (b) Amendment
      to the Definition of Pricing Grid.
      The
      definition of Pricing Grid is amended as follows:

    


    “Pricing
      Grid”
means
      the annualized variable rates (stated in terms of basis points (“bps”))
      set
      forth below for the Applicable Margin, Commitment Fee and Letter of Credit
      Fee,
      based upon the ratio of Effective Amount to the Borrowing Base Amount (the
      “Borrowing
      Base Utilization Percentage”),
      as
      follows: 

     

    
      	 	 	
              Applicable
                Margin

            	 	 	 	 	 
	
              Effective
                Amount/

              Borrowing
                Base

              Amount
                

              (Borrowing
                Base

              Utilization

              Percentage)

            	 	
              LIBOR 

              (bps)

            	 	
              Base Rate

              (bps)

            	 	
              Commitment

              Fee

              (bps)

            	 	
              Letter of Credit

              Fee

              (bps)

            	 
	
              3
                85%

            	 	 	
              200.00

            	 	 	
              100.00

            	 	 	
              50.00

            	 	 	
              200.00

            	 
	
              <
                85% 3
                66%

            	 	 	
              175.00

            	 	 	
              75.00

            	 	 	
              37.50

            	 	 	
              175.00

            	 
	
              <
                66% 3
                33%

            	 	 	
              150.00

            	 	 	
              50.00

            	 	 	
              37.50

            	 	 	
              150.00

            	 
	
              <
                33%

            	 	 	
              125.00

            	 	 	
              25.00

            	 	 	
              30.00

            	 	 	
              125.00

            	 


    

     

    For
      any
      period where the ratio of the Parent’s Total Indebtedness to EBITDAX exceeds
      3.50:1.00, the LIBOR margin, Base Rate margin and Letter of Credit Fee shall
      be
      25.0 basis points greater at each level than the margin indicated above, and
      the
      Commitment Fee shall be 5.0 basis points greater than indicated
      above.

     

    Each
      change in the Applicable Margin, Commitment Fee and Letter of Credit Fee shall
      apply during the period commencing on the date of such change in the Borrowing
      Base Utilization Percentage (as defined above) and ending on the date
      immediately preceding the effective date of the next such change in the
      Borrowing Base Utilization Percentage, provided, however, that if at any time
      the Company fails to deliver a Reserve Report pursuant to Section
      7.02,
      then
      until such time as a Reserve Report is delivered the “Applicable Margin” means,
      and the Commitment Fee and Letter of Credit shall be set at, the rate per annum
      set forth on the grid when the Borrowing Base Utilization Percentage is at
      its
      highest level.

     

    Any
      increase or decrease in the Applicable Margin, Commitment Fee or Letter of
      Credit Fee resulting from a change in the Parent’s Total Indebtedness to EBITDAX
      shall become effective as of the first Business Day immediately following the
      date a Compliance Certificate is delivered pursuant to Section
      7.02(d);
      provided, however, that if a Compliance Certificate is not delivered when due
      in
      accordance with such Section, then the 25.0 basis points and 5.0 basis points
      increases shall apply as of the first Business Day after the date on which
      such
      Compliance Certificate was required to have been delivered and shall remain
      in
      effect until the date on which such Compliance Certificate is delivered.”


     

    (c) Amendment
      to Section 7.14 (Pledge of Equity in New Subsidiary).
      Section
      7.14
      of the
      Credit Agreement is amended by adding the parenthetical “(other than BreitBurn
      GP LLC, for so long as it is the general partner of the Parent)” after the
      phrase “any new Subsidiary”. 


    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

    


    (d) Amendment
      to Section 8.10 (Derivative Contracts).
      Section
      8.10(a)(iii)
      of the
      Credit Agreement is amended by replacing the phrase “any of the Lenders or their
      Affiliates” with “a Lender Derivative Provider” and Section
      8.10(b)(iii)
      of the
      Credit Agreement is amended by replacing the phrase “a Lender or its Affiliate”
with “a Lender Derivative Provider”.

    


    (e) Amendment
      to Section 8.04 of the Credit Agreement (Loans and Investments).
      Section 8.04
      of the
      Credit Agreement is amended by: 

    


    (i)
      deleting the word “and” at the end of clause (i), 

    


    (iii)
      inserting the following immediately following clause (i):

    


    “(j)
      Investments by the Parent in BreitBurn Management, Company LLC from and after
      such time as Breitburn Management Company, LLC becomes a Guarantor;
      and”

    


    (iii)
      relettering clause (j) as clause (k).

    


    (f) Amendment
      to Section 8.07 (Margin Stock). Section
      8.07
      of the
      Credit Agreement is amended by designating the existing language as clause
      (a)
      and adding the following new clause (b): 

    


    “(b)
      The
      Loan Parties, individually or in the aggregate, shall not at any time own Margin
      Stock the value of which, for purposes of Regulation U, would exceed 10% of
      the
      value of the Collateral unless (i) such Margin Stock shall have been pledged
      to
      the Administrative Agent to secure the Obligations and the relevant Loan Party
      shall have delivered such documentation as the Administrative Agent requires
      in
      connection with such pledge and (ii) the Company shall have furnished to the
      Administrative Agent and each Lender a statement in conformity with the
      requirements of FR Form U-1 or such other form referred to in Regulation U
      or
      Regulation X of the FRB, as the case may be.”

     

    (g) Amendment
      to Section 8.15 (Leverage Ratio).
      Section
      8.15
      of the
      Credit Agreement is amended to read as set forth below:

    


    8.15
      Leverage Ratio.
      Parent
      shall not permit the ratio of Total Indebtedness to EBITDAX, as of the last
      day
      of each fiscal quarter ending on the date set forth below, to be greater than
      the amount set forth below opposite such date:

    


    (a)
      June
      30, 2008: 4.25 to 1.00;

    (b)
      September 30, 2008: 4.00 to 1.00, and

    (c)
      December 31, 2008 and thereafter: 3.50 to 1.00.

    


    (h) Amendment
      to Section 9.01 (Events of Default), Section
      9.01 of the Credit Agreement is amended by deleting the period at the end of
      clause (o) and inserting in lieu thereof “; or” and inserting the following new
      clause (p): “A change shall occur in the manner in which Parent is treated for
      U.S. federal income tax purposes if such change could reasonably be expected
      to
      have a Material Adverse Effect.” 

    


    (i) Amendment
      to Exhibit A-1 Form of Notice of Revolving Credit Borrowing.
      Exhibit
      A-1 (Form of Notice of Revolving Credit Borrowing) of the Credit Agreement
      is
      amended by adding the following after the sentence “The Borrowing requested
      herein complies with the provisions of Section 2.01 of the Credit
      Agreement.”:


    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

    


    “The
      undersigned hereby certifies that the Pricing Grid Certificate attached hereto
      is true and correct on the date hereof, and will be true and correct on the
      Borrowing Date, before and after giving effect to the Loans as herein
      specified.

    


    The
      Company agrees that if prior to the time of the Borrowing of the Loan requested
      hereby any matter certified to by it will not be true and correct at such time
      as if then made, it will immediately so notify the Administrative
      Agent.”

    


    (j) Amendment
      to Schedule 2.01 Commitments and Pro Rata Shares.
      Schedule
      2.01
      (Commitments and Pro Rata Shares) of the Credit Agreement is revised to read
      as
      set forth on Schedule 2.01 attached hereto. 

    


    (a) Amendment
      to Exhibit A-1 Form of Notice of Revolving Credit Borrowing. Exhibit A-1 (Form
      of Notice of Revolving Credit Borrowing) of the Credit Agreement is amended
      by
      adding the following after the sentence “The Borrowing requested herein complies
      with the provisions of Section 2.01 of the Credit Agreement.”:

    


    “The
      undersigned hereby certifies that the Pricing Grid Certificate attached hereto
      is true and correct on the date hereof, and will be true and correct on the
      Borrowing Date, before and after giving effect to the Loans as herein
      specified.

    


    The
      Company agrees that if prior to the time of the Borrowing of the Loan requested
      hereby any matter certified to by it will not be true and correct at such time
      as if then made, it will immediately so notify the Administrative
      Agent.”

    


    SECTION
      4. Borrowing
      Base Increase. Effective
      as of the Amendment Effective Date, the Borrowing Base is increased to
      $900,000,000 and each Lender’s share of the Borrowing Base is as set forth on
Schedule
      2.01
      attached
      hereto. 

     

    SECTION
      5. Amendment to Security Agreement. The
      definition of “Excluded Equity Interests” is amended by adding a new clauses
      (ii), (iii) and (iv), and by renumbering existing clause (ii) to become clause
      (v), so that the definition reads in its entirety as follows:

    


    “Excluded
      Equity Interests
      means,
      (i) each Debtor’s Equity in Frederic HOF Limited Partnership, Saginaw Bay
      Lateral Michigan Limited Partnership, Seal Beach Gas Processing Venture,
      Wilderness-Chester Gas Processing Limited Partnership, Wilderness-Chester LLC,
      Wilderness Energy, L.C., and Wilderness Energy Services Limited Partnership
      if,
      and to the extent that, and for so long as,
      including such Equity in the definition of “Collateral”
      would
      violate applicable law or a contractual obligation binding on such Equity,
      (ii)
      the Parent’s Equity in BreitBurn GP, LLC, (iii) BreitBurn GP, LLC’s general
      partnership interest in the Parent, (iv) Margin Stock not required to be pledged
      pursuant to Section
      8.07(b),
      and (v)
      any Equity in an entity (other than those listed in clauses (i)-(iv)) to the
      extent that, and for so long as, including such Equity in the definition of
      “Collateral” would violate a contractual obligation binding on such assets that
      existed at the time of the acquisition thereof and was not created or made
      binding on such assets in contemplation or in connection with the acquisition
      of
      such assets; provided,
      however,
      that if
      any entity listed in clause (i) becomes a Wholly Owned Subsidiary, no Debtor’s
      Equity interests in such Wholly Owned Subsidiary shall be deemed Excluded Equity
      Interests; and provided
      further
      that the term Excluded Equity Interests does not include dividends or other
      distributions paid in respect of the Debtor’s Equity in the above-listed
      entities and Equity, and does not include the proceeds of any Disposition of
      such Equity.”


    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    


    SECTION
      6. Conditions
      of Effectiveness.
      This
      Agreement and the amendments, consents and Borrowing Base increase shall become
      effective as of the date first set forth above (the “Amendment
      Effective Date”),
      provided that the following conditions shall have been satisfied:

    


    (a)
       Amendment.
      The
      Administrative Agent shall have received a
      counterpart of this Amendment which shall have been executed by Administrative
      Agent, the Lenders, the Company and
      the
      Guarantors (which may be by telecopy or PDF transmission).

    


    (b) Security
      Documents.
      The
      Administrative Agent shall have received guaranty agreements, security
      agreements and other documents and instruments as required by Article
      IV
      and
Sections
      7.14
      and
7.15
      of the
      Credit Agreement, requiring pledge of collateral and requiring guaranties and
      collateral from subsidiaries, together with certificates, financing statements
      and other documents that the Administrative Agent may deem necessary or
      desirable in connection with the Parent’s pledge of its Equity in BreitBurn
      Management Company, and in connection with the execution by BreitBurn GP LLC
      of
      a guaranty agreement and a security agreement.

    


    (c) Amendments
      to Organization Documents.
      The
      Administrative Agent shall have received copies of the Organization Documents
      Amendments and such amendments shall be reasonably satisfactory to the
      Administrative Agent.

    


    (d) Resolutions;
      Incumbency; Organization Documents, Good Standing for Company and
      Parent.
      The
      Administrative Agent shall have received a certificate of the Secretary or
      Assistant Secretary or a Responsible Officer with similar responsibilities
      of
      each of the Company and the Parent, or such Person’s general partner, attaching
      and certifying as of the Amendment Effective Date: (i) resolutions of its board
      of directors or members, authorizing the transactions contemplated hereby;
      (ii)
      the names and genuine signatures of the Responsible Officers of such Person,
      authorized to execute, deliver and perform, as applicable, this Amendment and
      all other Loan Documents to be delivered by such Person; (iii) the Organization
      Document Amendments and the Organization Documents of such Person as in effect
      as of the Amendment Effective Date; and (iv) the good standing certificate
      for
      such Person, from its state of formation, dated as of a recent
      date.

    


    (e) Resolutions;
      Incumbency; Organization Documents, Good Standing for Subsidiary
      Guarantors.
      The
      Administrative Agent shall have received a certificate of the Secretary or
      Assistant Secretary or a Responsible Officer with similar responsibilities
      of
      each Subsidiary Guarantor, attaching and certifying as of the Amendment
      Effective Date: (i) Resolutions of each Loan Party; (ii) the names and genuine
      signatures of the Responsible Officers of such Person, authorized to execute,
      deliver and perform, as applicable, this Amendment and all other Loan Documents
      to be delivered by such Person; (iii) the Organizational Documents of such
      Person and its general partners that were delivered at the Effective Date in
      connection with the Credit Agreement have not been amended, or if they have,
      attaching and certifying copies of the amendments; and (iv) the good standing
      certificate for such Person, from its state of formation, dated as of a recent
      date.

    


    (f) No
      Default; Representations and Warranties; No Material Adverse
      Effect.
      Both
      before and after giving effect to the Borrowing on the Amendment Effective
      Date,
      the Provident Acquisition and the BEC Contribution, and after giving effect
      thereto: 


    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    


    (i)
      except as waived hereunder, the representations and warranties of the Company
      and the Guarantors in Article
      VI
      of the
      Credit Agreement and in the other Loan Documents shall be true and correct
      in
      all material respects (except to the extent such representations and warranties
      expressly refer to an earlier date, in which case they shall be true and correct
      as of such earlier date, and except that the representations and warranties
      contained in Sections
      (a)
      and
(b)
      of
      Section
      6.14
      of the
      Credit Agreement shall be deemed to refer to the most recent statements
      furnished pursuant to clauses
      (a)
      and
(b),
      respectively, of Section
      7.01
      of the
      Credit Agreement).

    


    (ii)
      no
      Default or Event of Default shall exist, and 

    


    (iii)
      since December 31, 2007, there shall have been no event, development or
      circumstance that has had or could reasonably be expected to have a Material
      Adverse Effect. 

    


    (g) Governmental
      Action.
      As of
      the Amendment Effective Date, no order of any nature by any Governmental Entity
      that is in effect restrains or prohibits the consummation of any of the
      transactions contemplated by this Amendment, the Provident Acquisition, the
      BEC
      Contribution or any other Loan Document, and no action before any Governmental
      Entity shall have been instituted or threatened by any person which seeks to
      prevent or delay the consummation of any of such transactions or which
      challenges the enforceability of the Provident Acquisition Agreements, the
      BEC
      Contribution Agreement or any of the Loan Documents.

    


    (h) Litigation.
      As of
      the Amendment Effective Date, no actions are pending and, to the Company’s
      knowledge, no action is threatened in law or in equity or before any
      Governmental Entity, against any Loan Party or its properties, that, if
      determined or resolved adversely, could result in a Material Adverse Effect,
      or
      that seeks to affect or pertain to the Provident Acquisition, the BEC
      Contribution or the other transactions contemplated by this Amendment or any
      other Loan Document.

    


    (i) Provident
      Acquisition; BEC Contribution.
      Simultaneously with the making of the Loans on the Amendment Effective Date,
      (i)
      the Provident Acquisition shall be consummated in accordance with the terms
      of
      the Provident Acquisition Agreements, with the conditions precedent thereto
      having been satisfied, and any amendments thereto shall be satisfactory to
      the
      Administrative Agent, (ii) the limited partnership interests of Parent acquired
      by Parent pursuant to the Provident Acquisition shall be cancelled; (iii) the
      BEC Contribution shall be consummated substantially in accordance with the
      terms
      of the BEC Contribution Agreement with the conditions precedent thereto having
      been satisfied, and any amendments thereto shall be reasonably satisfactory
      to
      the Administrative Agent; (iii) any Governmental Entity, equity holder and
      third
      party approvals and consents necessary in connection with the execution,
      delivery and performance by any of the Loan Parties of the Provident Acquisition
      Agreements or any other Loan Document and in connection with the Provident
      Acquisition and the BEC Contribution shall have been received and shall be
      in
      full force and effect.

    


    (j) Certificate
      of a Responsible Officer of Company and Parent.
      The
      Administrative Agent shall have received a certificate signed by a Responsible
      Officer of the Company and the Parent: (i) certifying as of the Amendment
      Effective Date to the matters set forth in Sections 4(f) through (i) above;
      (ii)
      attaching a Pricing Grid Certificate, including calculation of the ratio of
      Total Indebtedness to EBITDAX as of March 31, 2008 calculated on a pro forma
      basis including the advances on the Amendment Effective Date; (iii) certifying
      that attached thereto is a true and complete executed copy of the Provident
      Acquisition Agreements and the BEC Contribution Agreement and all amendments
      thereto; and (iv) certifying as the names of the persons who comprise the board
      of directors of BreitBurn GP LLC after giving effect to the Provident
      Acquisition. 

    


    (k) Certificate
      of the Chief Financial Officer of Parent.
      The
      Administrative Agent shall have received a certificate signed by the Chief
      Financial Officer of the Parent, certifying as of the Amendment Effective Date
      as to the solvency of the Company and its subsidiaries taken as a whole and
      the
      Parent and its subsidiaries taken as a whole (after giving effect to the
      Provident Acquisition and the incurrence of indebtedness on the Amendment
      Effective Date).


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    (l) Opinions
      of Counsel.
      The
      Administrative Agent shall have received opinions of counsel to the Company
      and
      the Loan Parties, covering such matters pertaining to this Amendment as the
      Administrative Agent may reasonably require. 

    


    (m) Payment
      of Fees.
      Evidence of payment by the Company of all accrued and unpaid fees, costs and
      expenses owed pursuant to this Amendment to the extent then due and payable
      on
      the Amendment Effective Date.

    


    (n) Additional
      Documents.
      Such
      other documents, in form and substance satisfactory to Administrative Agent,
      as
      the Administrative Agent may reasonably request. 

    


    SECTION
      7. Representations
      and Warranties.
      Each of
      the Company and each Guarantor represents and warrants to Administrative Agent
      and the Lenders, with full knowledge that such Persons are relying on the
      following representations and warranties in executing this Amendment, as
      follows:

    


    (a) It
      has
      the organizational power and authority to execute, deliver and perform this
      Amendment, and all organizational action on the part of it requisite for the
      due
      execution, delivery and performance of this Amendment has been duly and
      effectively taken.

    


    (b) The
      Credit Agreement, as amended by this Amendment, the Loan Documents and each
      and
      every other document executed and delivered in connection with this Amendment
      to
      which it is a party constitute the legal, valid and binding obligations of
      it,
      to the extent it is a party thereto, enforceable against such Person in
      accordance with their respective terms
      except
      as enforceability may be limited by applicable bankruptcy, insolvency, or
      similar laws affecting the enforcement of creditors’ rights generally or by
      equitable principles relating to enforceability.
      All
      liens created by the Loan Documents are in full force and effect.

    


    (c) This
      Amendment does not and will not: (a) violate any provisions of any of the
      Organization Documents (after giving effect to any amendment thereto on the
      Amendment Effective Date) of it; and (b) conflict
      with or result in any breach or contravention of, or the creation of any Lien
      under, any document evidencing any Contractual Obligation to which such Person
      is a party that would be prior to the Liens granted to the Administrative Agent
      for the benefit of the Lenders or otherwise that would constitute a Material
      Adverse Effect or any order, injunction, writ or decree of any Governmental
      Authority to which such Person or its property is subject.

    


    (d)
       No
      approval, consent, exemption, authorization, or other action by, or notice
      to,
      or filing with, any Governmental Authority is necessary or required in
      connection with the execution, delivery or performance by, or enforcement
      against, any Loan Party of this Amendment.

    


    (e) After
      giving effect to this Amendment no Default or Event of Default will exist,
      and
      all of the representations and warranties contained in the Credit Agreement
      and
      all instruments and documents executed pursuant thereto are true and correct
      in
      all material respects on and as of this date (except to the extent such
      representations and warranties expressly refer to an earlier date, in which
      case
      they shall be true and correct as of such earlier date).


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

    


    SECTION
      8.  Additional
      Representations and Warranties.
       

    


    (a) Each
      of
      the Company and Parent represent and warrant to Administrative Agent and the
      Lenders that the amendments being made to the Organizational Documents on the
      Amendment Effective Date are not materially adverse to the Lenders.

    


    (b)
      The
      Parent hereby represents and warrants that the Provident Acquisition, the BEC
      Contribution and the BMC Transfer are upon fair and reasonable terms no less
      favorable to the Parent and its Affiliates than would be obtainable in a
      comparable arm’s-length transaction with a Person not an Affiliate of the
      Parent.

    


    (c)
      A
      fairness opinion with respect to the Provident Acquisition has been received
      by
      the independent committee of directors of the Parent’s general
      partner.

    


    (d)
      The
      Borrower and the Parent represent and warrant that none of the Amendment Closing
      Date Transactions, the Organization Document Amendments nor the acquisition
      by
      the Parent of BreitBurn GP LLC will result in or cause (1) the loss of limited
      liability to the holders of common units of the Parent or (2) the taxation
      of
      the Parent as an association taxable as a corporation or to be otherwise taxed
      as an entity for federal income tax purposes.


    


    SECTION
      9. Reference
      to and Effect on the Credit Agreement.

    


    (a) Upon
      the
      effectiveness hereof, on and after the date hereof, each reference in the Credit
      Agreement to “this
      Agreement,”
      “hereunder,”
      “hereof,”
      “herein,”
or
      words of like import, shall mean and be a reference to the Credit Agreement
      as
      amended hereby.

     

    (b) Except
      as
      specifically amended by this Amendment, the Credit Agreement shall remain in
      full force and effect and is hereby ratified and confirmed.

     

    SECTION
      10. Costs
      and Expenses.
      The
      Company agrees to pay all reasonable legal fees and expenses incurred by
      Administrative Agent in connection with the preparation, execution and delivery
      of this Amendment.

     

    SECTION
      11. Extent
      of Amendments.
      Except
      as otherwise expressly provided herein, the Credit Agreement and the other
      Loan
      Documents are not amended, modified or affected by this Amendment. The Company
      and each of the Guarantors hereby ratifies and confirms that (i) except as
      expressly amended hereby, all of the terms, conditions, covenants,
      representations, warranties and all other provisions of the Credit Agreement
      remain in full force and effect, (ii) each of the other Loan Documents are
      and
      remain in full force and effect in accordance with their respective terms,
      and
      (iii) the Collateral and the Liens on the Collateral securing the Obligations
      are unimpaired by this Amendment and remain in full force and
      effect.

     

    SECTION
      12. Loan
      Documents.
      The
      Loan Documents, as such may be amended in accordance herewith, are and remain
      legal, valid and binding obligations of the parties thereto, enforceable in
      accordance with their respective terms. This Amendment is a Loan Document.
      

     

    SECTION
      13. Claims.
      As
      additional consideration to the execution, delivery, and performance of this
      Amendment by the parties hereto and to induce Administrative Agent and Lenders
      to enter into this Amendment, the Company and each of the Guarantors represents
      and warrants that it does not know of any defenses, counterclaims or rights
      of
      setoff to the payment of any Indebtedness of the Company or any of the
      Guarantors to Administrative Agent, Issuing Lender or any
      Lender.


    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    


    SECTION
      14. Execution
      and Counterparts.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to be an original and all of which taken together shall
      constitute but one and the same instrument. Delivery of an executed counterpart
      of this Amendment by facsimile or pdf shall be equally as effective as delivery
      of a manually executed counterpart.

     

    SECTION
      15. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of Texas, except to the extent that federal laws of the United States
      of
      America may apply.

     

    SECTION
      16. Headings.
      Section
      headings in this Amendment are included herein for convenience and reference
      only and shall not constitute a part of this Amendment for any other
      purpose.

     

    SECTION
      17. NO
      ORAL AGREEMENTS.
      The
      rights and obligations of each of the parties to the loan documents shall be
      determined solely from written agreements, documents, and instruments, and
      any
      prior oral agreements between such parties are superseded by and merged into
      such writings. This amendment and the other written loan documents executed
      by
      the Company, the Guarantors, Administrative Agent, Issuing Lender and/or Lenders
      represent the final agreement between such parties, and may not be contradicted
      by evidence of prior, contemporaneous, or subsequent oral agreements by such
      parties. There are no unwritten oral agreements between such
      parties. 

     

    SECTION
      18. No
      Waiver.
      The
      Company and each of the Guarantors hereby agrees that
      no
      Event of Default and no Default has been waived or remedied by the execution
      of
      this Amendment by the Administrative Agent or any Lender. Nothing contained
      in
      this Amendment nor any past indulgence by the Administrative Agent, Issuing
      Lender or any Lender, nor any other action or inaction on behalf of the
      Administrative Agent, Issuing Lender or any Lender, (i) shall constitute or
      be
      deemed to constitute a waiver of any Defaults or Events of Default which may
      exist under the Credit Agreement or the other Loan Documents, or (ii) shall
      constitute or be deemed to constitute an election of remedies by the
      Administrative Agent, Issuing Lender or any Lender, or a waiver of any of the
      rights or remedies of the Administrative Agent, Issuing Lender or any Lender
      provided in the Credit Agreement, the other Loan Documents, or otherwise
      afforded at law or in equity.

     

    [Signature
      Pages Follow]


    
      
        
        

      

      
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          12

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their proper and duly authorized officers as of the day and year first above
      written.

    


    
      	
              THE
                COMPANY:

            
	 
	
              BREITBURN
                OPERATING L.P.,

            
	
              a
                Delaware limited Partnership

            
	 	 
	
              By:

            	
              /s/
                Randall H. Breitenbach, 

            
	 	
              Randall
                H. Breitenbach,

            
	 	
              Co-Chief
                Executive Officer

            
	 	 
	
              GUARANTORS:

            
	 
	
              ALAMITOS
                COMPANY,

            
	
              a
                California corporation

            
	 	 
	
              By:

            	
              /s/
                Randall H. Breitenbach,  

            
	 	
              Randall
                H. Breitenbach,

            
	 	
              Co-President

            
	 	 
	
              BREITBURN
                FLORIDA LLC,

            
	
              a
                Delaware limited liability company

            
	 
	
              By:  

            	
              
                BreitBurn
                  Operating L.P.,

              

            
	 	
              its
                sole member

            
	 	 	 	 	 
	 	By: 	
              
                BreitBurn
                  Operating GP, LLC  

              

            
	 	 	
              its
                general partner

            
	 	 	 	 	 
	 	 	
              By: 

            	
              /s/
Randall
                H. Breitenbach

            
	 	 	 	
              Randall
                H. Breitenbach

            
	 	 	 	Co-Chief
              Executive Officer
	 	 	 	 	 
	
              BREITBURN
                FULTON LLC,

            
	
              a
                Delaware limited liability company

            
	 
	
              By:

            	
              /s/
                W. Jackson Washburn, 

            
	 	
              W.
                Jackson Washburn,

            
	 	
              President

            


    

    

      
        
          Signature
            Page to

          First
            Amendment, Limited Waiver and Consent

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      
        	
                BEAVER
                  CREEK PIPELINE, L.L.C.,

              
	
                a
                  Michigan limited liability company,

              
	 	 
	
                BREITBURN
                  OPERATING GP, LLC,

              
	
                a
                  Delaware limited liability company,

              
	 	 
	
                BREITBURN
                  ENERGY PARTNERS L.P.,

              
	
                a
                  Delaware limited partnership,

              
	 	 
	
                GTG
                  PIPELINE LLC, a Virginia limited liability
                  company,

              
	 	 
	
                MERCURY
                  MICHIGAN COMPANY, LLC,

              
	
                a
                  Michigan limited liability company,

              
	 	 
	
                TERRA
                  ENERGY COMPANY LLC,

              
	
                a
                  Michigan limited liability company, and

              
	 	 
	
                TERRA
                  PIPELINE COMPANY LLC,

              
	
                a
                  Michigan limited liability company

              
	 	 
	
                By:

              	
                /s/
                  Randall H. Breitenbach 

              
	
                Name:   

              	
                Randall
                  H. Breitenbach

              
	
                Title:

              	
                Co-Chief
                  Executive Officer

              
	 
	
                PHOENIX
                  PRODUCTION COMPANY,

              
	
                a
                  Wyoming corporation and 

              
	 
	
                PREVENTIVE
                  MAINTENANCE SERVICES LLC,

              
	
                a
                  Colorado limited liability company

              
	 
	
                By:

              	/s/
                Halbert S. Washburn 
	 	Name:  Halbert
                S. Washburn
	 	
                Title:    President

              


      

    

    

      
        
          Signature
            Page to

          First
            Amendment, Limited Waiver and Consent

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	
              as
                Administrative Agent

            
	 	 
	
              By:

            	
              /s/
                Richard Gould 

            
	 	
              Richard
                Gould

            
	 	
              Senior
                Vice President

            
	 	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	
              By:

            	
              /s/
                Richard Gould 

            
	 	
                 Richard
                Gould

            
	 	
                 Senior
                Vice President

            
	 	 
	
              Credit Suisse, Cayman

              Islands
                Branch, as a lender

            
	 	 
	By: 	/s/ Vanessa
              Gomez 
	 	Director 
	 	 
	By: 	/s/
              Nupur Kumar 
	 	Associate
	 	 
	
              The Royal Bank of Scotland Plc,

              as
                a lender 

            
	 	 
	By: 	/s/
              Lucy Walker 
	 	Vice
              President 
	 	 
	
              Citibank, N.A., 

              as
                a lender 

            
	 	 
	By: 	/s/
              Todd J. Mogil 
	 	Vice President 
	 	 
	
              Toronto Dominion (Texas) LLC,

              as
                a lender 

            
	 	 
	By: 	/s/
              Debbie Brito 
	 	Authorized
              Signatory 
	 	 
	
              JPMorgan Chase Bank, N.A.,

              as
                a lender 

            
	 	 
	By: 	/s/
              Michael A. Kamauf 
	 	Vice
              President 
	 	 
	
              Lehman Brothers 

              Commercial
                Bank, as a lender

            
	 	 
	By: 	
              /s/
                Richard Bloom 

            
	 	AVP 


    

     

     

    
      
        Signature
          Page to

        First
          Amendment, Limited Waiver and Consent