Exhibit
      10.6

    


    AMENDMENT
      NO. 1 TO THE OPERATIONS AND PROCEEDS AGREEMENT

     

    This
      Amendment No. 1 (this “Amendment”) to the Operations and Proceeds Agreement (the
“Agreement”), relating to the Dominugez Field and dated October 10, 2006, is
      entered into this 17th
      day of
      June, 2008, by and between BreitBurn Energy Company L.P. (“Owner-Operator”)
      and
      BreitBurn Operating L.P. (“Counterparty”).
      Capitalized terms used but not defined shall have the meanings assigned to
      them
      in the Agreement.

     

    WITNESSETH

     

    WHEREAS,
      in connection with the sale by each of Pro GP Corp. and Pro LP Corp of all
      of
      their limited partner interests and limited liability company interests in
      BreitBurn Energy Partners L.P. and BreitBurn Management Company, LLC,
      respectively, Owner-Operator and Counterparty are no longer Affiliates;
      and

     

    WHEREAS,
      the Parties desire to amend and restate the termination provisions set forth
      in
      Section 6.1 of the Agreement.

     

    NOW,
      THEREFORE, for and in consideration of the benefits herein contained and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties hereby agree as follows:

     

    1. Section
      6.1 Termination.
      Section
      6.1 of the Agreement is hereby amended and restated in its entirety as
      follows:

     

    “This
      Agreement shall terminate upon the first to occur of:

     

    (a) the
      Assignment executed pursuant to Section 4.1 becoming effective in accordance
      with its terms; and 

     

    (b) Owner-Operator
      and Counterparty mutually agree in writing to such termination.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
      year
      first above written.

    


    
      	BREITBURN
              ENERGY COMPANY L.P.,
	a
              Delaware limited partnership
	 	 
	
              By: 

            	   
              /s/ Randall H. Breitenbach
	 	
              Name:   
                Randall H. Breitenbach

            
	 	
              Title:     
                Co-Chief Executive Officer

            


    

    

      
        	
                BREITBURN
                  OPERATING L.P.,

              
	
                a
                  Delaware limited partnership

              
	 	 
	
                By: 

              	
                BreitBurn
                  Operating GP, LLC, a Delaware

                limited
                  liability company, its general
                  partner

              


      

    

    


    
      	
              By: 

            	   
              /s/ Randall H. Breitenbach
	 	
              Name:  Randall
                H. Breitenbach

            
	 	
              Title:   
                Co-Chief Executive Officer

            


    

     

    
      Signature
        Page