Exhibit
      10.8

    


    Execution
      Copy

    


    ACKNOWLEDGEMENT
      OF TERMINATION

     

    June
      17,
      2008

     

    Provident
      Energy Trust

    2100,
      250 – 2nd Street 

    Calgary,
      Alberta T2P 0C1

    Canada

    


    
      	
              Re:

            	
              Omnibus
                Agreement, dated October 10, 2006 (the “Omnibus
                Agreement”),
                by and among Provident Energy Trust, an open-ended unincorporated
                investment trust formed under the laws of the Province of Alberta
                (“Provident”),
                Pro GP Corp., a Delaware corporation, BreitBurn Energy Company L.P.,
                a
                Delaware limited partnership, BreitBurn GP, LLC, a Delaware limited
                liability company (the “General
                Partner”),
                and BreitBurn Energy Partners L.P., a Delaware limited partnership
                (the
                “Partnership”).

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Omnibus Agreement for all purposes. Any capitalized term
      used but not defined herein has the meaning given such term in the Omnibus
      Agreement.

     

    Upon
      the
      sale by Provident of its limited partner interests in the Partnership (the
      “Partnership
      Interests”)
      and
      its limited liability company interests in BreitBurn Management (the
“BreitBurn
      Management Interests”)
      to the
      Partnership on June 17, 2008 (the “Closing
      Date”),
      Provident and its Affiliates no longer maintain a direct or indirect controlling
      interest in the General Partner.

     

    In
      connection therewith, the Parties acknowledge and agree that effective
      concurrently with the consummation on the Closing Date of such purchase and
      sale
      of the Partnership Interests and the BreitBurn Management Interests (a) all
      rights of the Partnership Group under Section 3.1, if any, of the Omnibus
      Agreement in connection with the sale by Provident of the Partnership Interests
      and BreitBurn Management Interests to the Partnership shall be waived and (b)
      the Omnibus Agreement shall be terminated in all respects. 

     

    Please
      indicate your acknowledgement of and agreement to the termination of the Omnibus
      Agreement and other matters described above by executing this acknowledgement
      letter agreement in the space provided below.

     

    [Signature
      page follows.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Sincerely,

            
	 	
            
	
              BREITBURN
                GP, LLC

            
	 	 
	
              By:

            	
                 
                /s/ James G. Jackson    

            
	 	
              Name:
                James G. Jackson

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	
              BREITBURN
                ENERGY PARTNERS L.P.

            
	 	 
	
              By:

            	
              BreitBurn
                GP, LLC,

            
	 	
              its
                general partner

            
	 	 
	
              By:

            	
                 
                /s/ James G. Jackson

            
	 	
              Name:
                James G. Jackson

            
	 	
              Title:
                Chief Financial Officer

            


    

    


    Agreed
      to
      and accepted

    this
      17th
      day of
      June, 2008:

    


    
      	
              PROVIDENT
                ENERGY TRUST

            	 	
              PRO
                LP CORP.

            
	 	 	 	 	 
	
              By:

            	
                 
                /s/ Thomas W. Buchanan

            	 	
              By:

            	
              
                   
                  /s/ Thomas W. Buchanan

              

            
	 	
              Name:
                Thomas W. Buchanan

            	 	 	
              Name:
                Thomas W. Buchanan

            
	 	
              Title:
                President

            	 	 	
              Title:
                

            


    

    


    
      	
              PRO
                GP CORP.

            	 	
              BREITBURN
                ENERGY COMPANY L.P.

            
	 	 	 	 	 
	 	 	 	
              By:

            	
              Pro
                GP Corp., its general partner

            
	
              By:

            	
                 
                /s/ Thomas W. Buchanan

            	 	 	 
	 	
              Name:
                Thomas W. Buchanan

            	 	 	 
	 	
              Title:
                President

            	 	 	 
	 	 	 	
              By:

            	
                 
                /s/ Thomas W. Buchanan

            
	 	 	 	 	
              Name:
                Thomas W. Buchanan

            
	 	 	 	 	
              Title:
                President

            


    

    


    Signature
      Page