Exhibit
      10.7

    


    AMENDMENT
      NO. 1 TO THE SURFACE OPERATING AGREEMENT

     

    This
      Amendment No. 1 (this “Amendment”) to the Surface Operating Agreement (the
“Agreement”), dated October 10, 2006, is entered into this 17th day
      of
      June, 2008 (the “Effective Date”), by and between BreitBurn Energy Company L.P.
      and its predecessor BreitBurn Energy Corporation (collectively “Surface
      Operator”)
      and
      BreitBurn Operating L.P. (“Owner”). Capitalized terms used but not defined shall
      have the meanings assigned to them in the Agreement.

     

    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, LLC, respectively,
      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 by Surface Operator to Owner of the Surface Use Agreement following
      the receipt of all consents necessary therefor; and

     

    (b) the
      Owner
      and Surface Operator 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
                  ENERGY CORPORATION,

              
	
                a
                  California corporation

              


      

    

    


    
      	
              By:

            	   
              /s/ Randall H. Breitenbach
	 	
              Name:

            	
              Randall
                H. Breitenbach

            
	 	
              Title:

            	
              Co-President

            


    

    


    
      	
              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