Exhibit
      10.5

    


    AMENDED
      AND RESTATED

    ADMINISTRATIVE
      SERVICES AGREEMENT

     

    AMONG

     

    PRO
      GP CORP.,

     

    BREITBURN
      ENERGY COMPANY L.P.

     

    AND

     

    BREITBURN
      MANAGEMENT COMPANY, LLC


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    TABLE
      OF
      CONTENTS

    ARTICLE
      I

    DEFINITIONS

    


    
      	
              Section
                1.1

            	
              Definitions

            	
              4

            
	 	 	 
	
              Section
                1.2

            	
              Construction

            	
              7

            
	 
	
              ARTICLE
                II

            
	
              RETENTION
                OF BREITBURN MANAGEMENT; SCOPE OF SERVICES

            
	 	 	 
	
              Section
                2.1

            	
              Retention
                of BreitBurn Management

            	
              8

            
	
              Section
                2.2

            	
              Scope
                of Services

            	
              8

            
	
              Section
                2.3

            	
              Exclusion
                of Services

            	
              8

            
	
              Section
                2.4

            	
              Performance
                of Services by Affiliates and Third Parties

            	
              8

            
	
              Section
                2.5

            	
              Intellectual
                Property

            	
              8

            
	
              Section
                2.6

            	
              Appointment
                of Independent Accounting Firm and Independent Petroleum
                Engineer

            	
              9

            
	 
	
              ARTICLE
                III

            
	
              BOOKS,
                RECORDS AND REPORTING

            
	 	 	 
	
              Section
                3.1

            	
              Books
                and Records

            	
              9

            
	
              Section
                3.2

            	
              Audits

            	
              9

            
	
              Section
                13

            	
              Reports

            	
              10

            
	 
	
              ARTICLE
                IV

            
	
              PAYMENT
                AMOUNT

            
	 	 	 
	
              Section
                4.1

            	
              Payment
                Amount

            	
              10

            
	
              Section
                4.2

            	
              Payment
                of Payment Amount

            	
              11

            
	
              Section
                4.3

            	
              Disputed
                Charges

            	
              12

            
	
              Section
                4.4

            	
              Set
                Off

            	
              12

            
	
              Section
                4.5

            	
              BreitBurn
                Management's Employees

            	
              12

            
	
              Section
                4.6

            	
              Approval
                of Expenses

            	
              13

            
	 
	
              ARTICLE
                V

            
	 
	
              FORCE
                MAJEURE

            
	 	 	 
	
              Section
                5.1

            	
              Force
                Majeure

            	
              13

            


    

     

    BREITBURN
      ENERGY COMPANY L.P 

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ARTICLE
                VI

            
	
              ASSIGNMENTS
                AND SUBCONTRACTS

            
	 	 	 
	
              Section
                6.1

            	
              Assignments

            	
              14

            
	
              Section
                6.2

            	
              Other
                Requirements

            	
              14

            
	 
	
              ARTICLE
                VII

            
	
              TERMINATION

            
	 	 	 
	
              Section
                7.1

            	
              Termination
                by the Devco on behalf of the Devco Group

            	
              15

            
	
              Section
                7.2

            	
              Termination
                by BreitBurn Management

            	
              15

            
	
              Section
                7.3

            	
              Effect
                of Termination

            	
              15

            
	 
	
              ARTICLE
                VIII

            
	
              CONFIDENTIAL
                INFORMATION

            
	 	 	 
	
              Section
                8.1

            	
              Nondisclosure

            	
              16

            
	
              Section
                8.2

            	
              Permitted
                Disclosure

            	
              16

            
	 
	
              ARTICLE
                IX

            
	
              LIMITATION
                OF LIABILITY; INDEMNIFICATION

            
	 	 	 
	
              Section
                9.1

            	
              Limitation
                of Liability

            	
              16

            
	
              Section
                9.2

            	
              Indemnification

            	
              16

            
	 
	
              ARTICLE
                X

            
	
              DISPUTE
                RESOLUTION

            
	
              ARTICLE
                XI

            
	
              GENERAL
                PROVISIONS

            
	 	 	 
	
              Section
                11.1

            	
              Notices

            	
              17

            
	
              Section
                11.2

            	
              Further
                Action

            	
              18

            
	
              Section
                11.3

            	
              Binding
                Effect

            	
              19

            
	
              Section
                11.4

            	
              Integration

            	
              19

            
	
              Section
                11.5

            	
              Creditors

            	
              20

            
	
              Section
                11.6

            	
              Waiver

            	
              20

            
	
              Section
                11.7

            	
              Counterparts

            	
              20

            
	
              Section
                11.8

            	
              Applicable
                Law

            	
              20

            
	
              Section
                11.9

            	
              Invalidity
                of Provisions

            	
               

            
	
              Section
                11.10 

            	
              Amendment
                or Restatement

            	
               

            
	
              Section
                11.11

            	
              Directly
                or Indirectly

            	
               

            


    

     

    BREITBURN
      ENERGY COMPANY L.P 

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    AMENDED
      AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

     

    THIS
      AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is entered into on,
      and
      effective as
      of the
      date that the Closing occurs under the MLP Sales Documents (as defined
      below)(the "Effective Date"), among Pro GP Corp., a Delaware corporation
      ("Pro
      GP"), BreitBurn Energy Company L.P., a Delaware limited Partnership
      ("Devco"),
      and BreitBurn Management Company, LLC, a Delaware limited liability company
      ("BreitBurn Management," and collectively with Pro GP and Devco,
      the "Parties" and each, a "Party").

     

    RECITALS

     

    A. Devco
      is
      the owner, directly or indirectly, of interests in the Business (as hereinafter
      defined);

     

    B. The
      Devco
      Group (as hereinafter defined) requires certain services to operate the
      Business and to fulfill other general and administrative functions relating
      to
      the Business; 

     

    C. The
      Devco
      Group desires that BreitBurn Management provide such services, and
      BreitBurn Management is willing to undertake such engagement, subject to the
      terms and conditions
      of this Agreement following the sale by Pro GP (and certain Affiliates) of
      their
      interests in BreitBurn Energy Partners L.P. and BreitBurn Management Company
      LLC; and

     

    D. The
      parties also wish to provide the Devco Group with the right to request of
      BreitBurn Management certain transitional services.

     

    NOW,
      THEREFORE, Devco and BreitBurn Management agree as follows:

     

    ARTICLE
      1

     

    DEFINITIONS

     

    Section
      1.1Definitions.

     

    The
      following definitions shall be for all purposes, unless otherwise clearly
      indicated to the
      contrary, applied to the terms used in this Agreement.

     

    "Affiliate"
      means,
      with respect to any Person, any other Person that directly or indirectly
through
      one or more intermediaries controls, is controlled by or is under common control
      with, the
      Person in question. As used herein, the term "control" means the possession,
      direct or indirect,
      of the power to direct or cause the direction of the management and policies
      of
      a Person, whether
      through ownership of voting securities, by contract or otherwise.

     

    "Agreement"
      means
      this Amended and Restated Administrative Services Agreement, as it may be
      amended, supplemented
      or restated from time to time.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Business"
      means
      the
      business of the Devco Group.

    


    "Bankrupt"
      with
      respect to any Person means such Person shall generally be unable to
pay
      its
      debts as such debts become due, or shall so admit in writing or shall make
      a
      general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against such Person
      seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
      winding up, reorganization,
      arrangement, adjustment, protection, relief, or composition of it or its debts
      under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry
      of
      an order for relief or the appointment of a receiver, trustee, or other similar
      official for it or
      for
      any substantial part of its property and, in the case of any such proceeding
      instituted against
      it (but not instituted by it), shall remain undismissed or unstayed for a period
      of 30 days; or
      such
      Person shall take any action to authorize any of the actions set forth
      above.

     

    "BreitBurn
      Management Party" is
      defined in Section 9.1.

     

    "Confidential
      Information" means
      non-public information about the disclosing Party's or any
      of
      its Affiliates' business or activities that is proprietary and confidential,
      which shall include,
      without limitation, all business, financial, technical and other information,
      including software
      (source and object code) and programming code, of a Party or its Affiliates
      marked or designated
      "confidential" or "proprietary" or by its nature or the circumstances
      surrounding its disclosure
      it should reasonably be regarded as confidential. Confidential Information
      includes not
      only
      written or other tangible information, but also information transferred orally,
      visually, electronically
      or by any other means. Confidential Information does not include information
      that (i)
      is in
      or enters the public domain without breach of this Agreement, or (ii) the
      receiving Party lawfully
      receives from a third party without restriction on disclosure and to the
      receiving Party's knowledge
      without breach of a nondisclosure obligation.

     

    "Damages"
      is defined
      in Section 9.2.

     

    "Default
      Rate" means
      an
      interest rate (which shall in no event be higher than the rate permitted
      by applicable law) equal to the prime interest rate of Devco's principal
      lender.

     

    "Devco"
      is
      defined in the introductory paragraph.

     

    "Devco
      Group" means
      Pro
      GP, Devco and all of their respective
      Subsidiaries.

     

    "Devco
      Group Party" is
      defined in Section 9.1. 

     

    "Effective
      Date" is
      defined in the introductory paragraph.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE SERVICES AGREEMENT


    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    

     

    "Environmental
      Law" means
      current local, county, state, federal, and/or foreign law (including
      common law), statute, code, ordinance, rule, order, judgment, decree, regulation
      or other
      legal obligation relating to the protection of health, safety or the environment
      or natural resources,
      including, without limitation, the Comprehensive Environmental Response
Compensation
      and Liability Act (42 U.S.C. section 9601 et seq.), as amended, the Resource
      Conservation
      and Recovery Act (42 U.S.C. section 6901 et seq.), as amended, the Federal
      Water
Pollution
      Control Act (33 U.S.C. section 1251 et seq.), as amended, the Clean Air Act
      (42
      U.S.C. section
      7401 et seq.), as amended, the Toxic Substances Control Act (15 U.S.C. section
      2601 et seq.), as amended, the Occupational Safety and Health Act (29 U.S.C.
      section 651 et seq.), as amended,
      the Safe Drinking Water Act (42 U.S.C. section 300(f) et seq.), as amended,
      analogous state,
      tribal or local laws, and any similar, implementing or successor law, and any
      amendment, rule, regulation, or directive issued thereunder, including any
      determination by, or interpretation of
      any of
      the foregoing by any Governmental Authority that has the force of
      law.

     

    "Force
      Majeure" means
      any
      cause beyond the reasonable control of a Party, including the
      following causes (unless they are within such Party's reasonable control):
      acts
      of God, strikes,
      lockouts, acts of the public enemy, wars or warlike action (whether actual
      or
      impending), arrests
      and other restraints of government (civil or military), blockades, embargoes,
      insurrections,
      riots, epidemics, landslides, lightning, earthquakes, fires, sabotage,
      tornadoes, named
      tropical storms and hurricanes, and floods, civil disturbances, terrorism,
      mechanical breakdown
      of machinery or equipment, explosions, confiscation or seizure by any government
      or other
      public authority, any order of any court of competent jurisdiction, regulatory
      agency or governmental body having jurisdiction.

     

    "G&A
      Services" means
      those general and administrative services necessary or useful for the
      conduct of the business of the Devco Group, including, but not limited to,
      accounting, corporate
      development, finance, land, legal and engineering.

     

    "Governmental
      Approval" means
      any
      material consent, authorization, certificate, permit, right-of-way
      grant or approval of any Governmental Authority that is necessary for the
construction,
      ownership and operation of the assets used in the Business in accordance with
      applicable Laws.

     

    "Governmental
      Authority" means
      any
      court or tribunal in any jurisdiction or any federal, state,
      tribal, municipal or local government or other governmental body, agency,
      authority, department,
      commission, board, bureau, instrumentality, arbitrator or arbitral body or
      any
      quasi- governmental
      or private body lawfully exercising any regulatory or taxing
      authority.

     

    "Laws"
      means
      any
      applicable statute, Environmental Law, common law, rule, regulation,
judgment,
      order, ordinance, writ, injunction or decree issued or promulgated by any
Governmental
      Authority.

     

    "MLP"
      means
      BreitBurn Energy Partners L.P., a Delaware limited partnership. 

     

    “MLP
      Sales Documents”
means:
      a) that certain Purchase Agreement by and Among Pro LP Corp., Pro GP Corp.
      and
      BreitBurn Energy Partners L.P. for the purchase and sale of all of the common
      units of BreitBurn Energy Partners L.P. held
      by
      Pro GP and Pro LP
      dated on
      or about June 17, 2008 and b) that certain Purchase Agreement by and Among
      Pro
      LP Corp., Pro GP Corp. and BreitBurn Energy Partners L.P. for the purchase
      and
      sale of all of the limited liability company interests of BreitBurn Management
      Company held by Pro GP and Pro LP dated on or about June 16, 2008.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE SERVICES AGREEMENT


    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

     

    "Parties"
      is
      defined in the introductory paragraph.

     

    "Partnership
      Agreement" means
      the
      Agreement of Limited Partnership of Devco,
      as
      may be amended or restated from time to time.

     

    "Payment
      Amount" is
      defined in Section 4.1.

     

    "Person"
      means
      an
      individual or a corporation, limited liability company, partnership,
joint
      venture, trust, unincorporated organization, association, government agency
      or
      political subdivision
      thereof or other entity.

     

    "Services"
      is
      defined in Section 2.2.

     

    "Subsidiary"
      means,
      with respect to any Person, (a) a corporation of which more than 50%
      of
      the voting power of shares entitled (without regard to the occurrence of any
      contingency) to vote in the election of directors or other governing body of
      such corporation is owned, directly or indirectly, at the date of determination,
      by such Person, by one or more Subsidiaries of such Person
      or
      a combination thereof, (b) a partnership (whether general or limited) in which
      such Person
      or
      a Subsidiary of such Person is, at the date of determination, a general or
      limited partner of
      such
      partnership, but only if more than 50% of the partnership interests of such
      partnership (considering
      all of the partnership interests of the partnership as a single class) is owned,
      directly or
      indirectly, at the date of determination, by such Person, by one or more
      Subsidiaries of such Person,
      or a combination thereof, or (c) any other Person (other than a corporation
      or a
partnership)
      in which such Person, one or more Subsidiaries of such Person, or a combination
      thereof,
      directly or indirectly, at the date of determination, has (i) at least a
      majority ownership interest or (ii) the power to elect or direct the election
      of
      a majority of the directors or other governing
      body of such Person.

     

    Other
      terms defined herein have the meanings so given them. Section
      1.2 Construction.

     

    Unless
      the context requires otherwise: (a) any pronoun used in this Agreement shall
      include
      the corresponding masculine, feminine or neuter forms, and the singular form
      of
      nouns, pronouns
      and verbs shall include the plural and vice versa; (b) references to Articles
      and Sections
      refer to Articles and Sections of this Agreement; (c) references to Exhibits
      refer to the Exhibits
      attached to this Agreement, each of which is made a part hereof for all
      purposes; (d) the terms
      "include", "includes", "including" and words of like import shall be deemed
      to
      be followed
      by the words "without limitation"; (e) the terms "hereof," "herein" and
      "hereunder" refer
      to
      this Agreement as a whole and not to any particular provision of this Agreement;
      and (f) references
      to money refer to legal currency of the United States of America. The table
      of
contents
      and headings contained in this Agreement are for reference purposes only, and
      shall not affect
      in
      any way the meaning or interpretation of this Agreement.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    RETENTION
      OF BREITBURN MANAGEMENT; SCOPE OF SERVICES 

     

    Section
      2.1 Retention
      of BreitBurn Management.

     

    Devco
      hereby engages BreitBurn Management to perform the Services, and to provide
      all
      personnel and any facilities, goods and equipment
      not otherwise provided by the Devco Group necessary to perform the Services.
      BreitBurn
      Management hereby accepts such engagement and agrees to perform the Services
      requested by Pro GP and to provide any personnel, facilities, goods and
      equipment not
      otherwise provided by the Devco Group, and to provide all employees as may
      be
reasonable
      and necessary to perform the Services. Devco recognizes that BreitBurn
      Management is concurrently providing Services to the MLP.

     

    Section
      2.2 Scope
      of Services.

     

    The
      "Services" shall consist of such services consistent with past service levels
      which Pro GP determines may be reasonable
      and necessary to operate the Business, including, without limitation, any
      G&A Services
      and those services described on Schedule I hereto. BreitBurn Management
      hereby covenants
      and agrees that the Services will be performed in accordance with (i) applicable
      material
      Governmental Approvals and Laws and (ii) industry standards. 

     

    Section
      2.3 Exclusion
      of Services.

     

    Pro
      GP
      may temporarily or permanently exclude any particular service from the scope
      of
      the Services upon 30 days' notice to BreitBurn Management; provided, however,
      that any such exclusion shall not result in a reduction of the Fixed Fee during
      2008 (or an extension thereof pursuant to the last sentence of Section 4.1(b))
      .

     

    Section
      2.4 Performance
      of Services by Affiliates and Third Parties.

     

    The
      Parties hereby agree that in discharging its obligations hereunder, BreitBurn
      Management
      may engage any of its Affiliates or any qualified third party to perform the
      Services (or
      any
      part of the Services) on its behalf and that the performance of the Services
      (or
      any part of the
      Services) by any such Affiliate or third party shall be treated as if BreitBurn
      Management performed
      such Services itself. Notwithstanding the foregoing, nothing contained herein
      shall relieve BreitBurn Management of its obligations hereunder.

     

    Section
      2.5 Intellectual
      Property.

     

    (a) Any
      (i)
      inventions, whether patentable or not, developed or invented, or (ii)
      copyrightable material (and the intangible rights of copyright therein)
      developed, by BreitBurn
      Management, its Affiliates or its or their employees in connection with the
      performance
      of the Services shall be the property of BreitBurn Management; provided,
      however, that
      the
      Devco Group shall be granted an irrevocable, royalty-free, non-exclusive
right
      and
      license to use such inventions or material; and further provided,
      however, that
      the
      Devco Group shall only be granted such a right and license to the extent such
      grant does
      not
      conflict with, or result in a breach, default, or violation of a right or
      license to use such inventions
      or material granted to BreitBurn Management by any Person other than an
      Affiliate of BreitBurn
      Management. Notwithstanding the foregoing, BreitBurn Management will use all
      commercially
      reasonable efforts to grant such right and license to the Devco Group. BreitBurn
      Management covenants not to, at any time, make any claim to or attempt to
      prohibit the Devco Group from using any process, technical knowledge, invention,
      technology or equipment used in respect of the Business and the assets of the
      Devco Group, and acknowledges that all property-specific (including general
      reservoir characterization studies) technical knowledge and processes used
      in
      connection with the Business and the assets of Devco shall be the property
      of
      Devco. For certainty this covenant in the foregoing sentence shall survive
      the
      termination of this Agreement.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

     

    (b) Pro
      GP
      and Devco hereby grant to BreitBurn Management
      and its Affiliates an irrevocable, royalty-free, non-exclusive and
      non-transferable right
      and
      license to use, during the term of this Agreement, any intellectual property
      provided by the Devco Group to BreitBurn Management or its Affiliates, but
      only
      to the extent such use is necessary for the performance of the Services.
      BreitBurn Management agrees that it and its Affiliates
      will utilize such intellectual property solely in connection with the
      performance of the Services.

     

    Section
      2.6 Appointment
      of Independent Accounting Firm and Independent Petroleum Engineer.

     

    Notwithstanding
      anything to the contrary in this Agreement, the Parties hereby recognize
and
      agree
      that Pro GP shall have the exclusive authority to appoint an independent
accounting
      firm to audit the financial statements of Devco and an independent petroleum
      engineer to provide reports to Pro GP relating to estimates of reserves
for
      applicable securities laws and other reporting purposes.

     

    ARTICLE
      III

     

    BOOKS,
      RECORDS AND REPORTING 

     

    Section
      3.1 Books
      and Records.

     

    BreitBurn
      Management shall maintain accurate books and records regarding the performance
      of the Services and its calculation of the Payment Amount, and shall maintain
      such books
      and
      records for the period required by applicable accounting practices or
      law.

     

    Section
      3.2 Audits.

     

    Devco
      shall have the right, upon reasonable notice, and at all reasonable times during
      usual business hours, to audit, examine and make copies of the books and records
      referred to
      in
      Section 3.1. Such right may be exercised through any agent or employee of the
      Devco Group
      designated in writing by it or by an independent public accountant, engineer,
      attorney or other
      agent so designated. Devco shall bear all costs and expenses incurred in any
      inspection,
      examination or audit. BreitBurn Management shall review and respond in a timely
      manner
      to
      any claims or inquiries made by Devco regarding matters revealed by any
such
      inspection, examination or audit.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    

     

    Section
      3.3 Reports.

     

    BreitBurn
      Management shall prepare and deliver to Devco any reports provided for
      in
      this Agreement and such other reports as Devco may reasonably request from
      time
to
      time
      regarding the performance of the Services.

     

    ARTICLE
      IV

    PAYMENT
      AMOUNT

     

    Section
      4.1 Payment
      Amount.

     

    (a) Devco
      shall pay BreitBurn Management a monthly fee of Seven Hundred and Seventy-Five
      Thousand Dollars ($775,000) for the performance of the Services through December
      31, 2008 (the "Fixed
      Fee").
      Devco
      shall also reimburse BreitBurn Management on a monthly basis for: a) third
      party
      costs incurred by
      BreitBurn Management on behalf of Devco
      relating
      specifically to the Business or the assets of Devco outside of the ordinary
      course of business consistent with past practice(the "Third
      Party Costs")
      b) all
      costs associated with Devco LTIP or incentive plans (the “LTIP Costs”), and c)
      all costs and expenses of every type, including labor, materials, and equipment
      incurred directly in the operation of any property owned by Devco(“Direct
      Costs”) (the Fixed Fee, LTIP Costs, Direct Costs and the Third Party Costs shall
      be herein collectively referred to as the "Payment
      Amount").
      For
      certainty there shall be no duplication in the categories of fees and costs
      set
      forth in the foregoing. 

     

    For
      certainty the Payment Amount shall constitute payment for both Services and
      Transition Services (defined below)provided during the period in which the
      Fixed
      Fee is payable. However any Transition Services provided during any period
      during which the Fixed fee is not applicable shall be charged at a reasonable
      hourly rate basis that reflects cost on a no loss/no gain basis.

    


    (b) Provided,
      that in the event that BreitBurn Management continues to provide Services
      pursuant to this Agreement after December 31, 2008, Devco and BreitBurn
      Management shall meet and determine the scope of Services to be supplied by
      BreitBurn Management to Devco for the ensuing year and agree to negotiate in
      good faith to determine a methodology for determining the Fixed Fee Portion
      of
      the Payment Amount for such services, which Payment Amount shall represent
      the
      costs incurred by BreitBurn Management in providing such Services. In the event
      that the Parties are unable to agree upon a methodology for determining the
      Fixed Fee portion of such costs, the issue shall be determined pursuant to
      the
      dispute resolution procedures set forth in Article X below. The Devco Group
      shall, however, have the option to extend the existing fee arrangement and
      Payment Amount as set out in the first paragraph of this section for three
      (3)
      months following December 31, 2008 if a transaction has not been closed with
      respect to the sale of the Devco Group or substantially all of its assets on
      or
      before December 1, 2008.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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          10 -

        
          

        

      

      
        
        

      

    

    


    (c) Notwithstanding
      anything to the contrary in this Section, with respect to the Pre-Existing
      Equity Plans Obligations as defined pursuant to Section 5.7 of that certain
      Purchase Agreement by and among Pro LP Corp., Pro GP and BreitBurn Energy
      Partners L.P. dated June 16, 2008 for the purchase and sale of all the limited
      liability interests of BreitBurn Management Company (the “Purchase Agreement”),
      the Devco Group shall reimburse BreitBurn Management for the cost of the portion
      of the Pre-Existing Plans Obligations allocated to the Devco Group pursuant
      to
      Section 5.7 of the Purchase Agreement, and the MLP shall reimburse BreitBurn
      Management for the cost of the portion of the Pre-Existing Plans Obligations
      allocated to the MLP pursuant to Section 5.7 of the Purchase Agreement. Neither
      Devco nor the MLP nor any of their respective affiliates shall be responsible
      for the cost of the Pre-Existing Equity Plans Obligations except as provided
      in
      the preceding sentence. Devco and the MLP shall respectively reimburse BreitBurn
      Management for a portion of the cost of all other awards granted under the
      Equity Plans (as defined in the Purchase Agreement) on or after the Closing
      (as
      defined in the Purchase Agreement) but prior to the termination of this
      Agreement pursuant to this Section, as applicable. BreitBurn Management agrees
      not to make any new grants of employee incentive rights for which the Devco
      Group would bear any portion of the costs without the prior consent of the
      Devco
      Group, which consent will not be unreasonably withheld. Notwithstanding anything
      to the contrary herein, the provisions of this Section 4.1(c) shall survive
      any
      termination of this Agreement.

    


    (d) Should
      the Devco Group during the term hereof reduce the Services it requires under
      this Agreement, Devco and BreitBurn Management shall meet and identify which
      BreitBurn Management employees who are listed on schedule 11.3 hereof will
      need
      to be terminated by BreitBurn Management as a result of such reduction of
      Services. If Breitburn Management does not authorize Devco to make an offer
      of
      employment to such Person Devco shall have no liabillity to reimburse Breitburn
      Management for severance costs in respect of that person. If Breitburn
      Management authorizes Devco to offer employment to such Person and Devco chooses
      not to offer such person a position Devco shall be responsible for the
      appropriate portion of the severance obligations relating to such person as
      is
      reflected by the portion of such persons time devoted to Devco matters as set
      out in Schedule 11.3 . The Devco Group shall not be liable for severance
      obligations not resulting from a reduction of Services. Should the Devco Group
      reimburse BreitBurn Management for any severance amounts above such amounts
      shall be repaid to the Devco group if BreitBurn Management rehires the relevant
      employee within one year of such employees termination. 

    


    Section
      4.2 Payment
      of Payment Amount.

     

    BreitBurn
      Management shall invoice Devco on or before the 25th day of each month
      for
      the estimated Payment Amount for the next succeeding month, plus or minus any
      adjustment
      necessary to correct prior estimated billings to actual billings. Subject to
      Section 4.3, all
      invoices shall be due and payable, in immediately available funds, on the last
      day of the month
      to
      which the invoice relates. Upon the request of Devco, BreitBurn Management
      shall
      furnish a reasonable detail of the Services provided and charges assessed during
      any month.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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    Section
      4.3 Disputed
      Charges.

     

    DEVCO
      MAY, WITHIN 120 DAYS AFTER RECEIPT OF A CHARGE FROM
      BREITBURN MANAGEMENT, TAKE WRITTEN EXCEPTION TO SUCH CHARGE,
      ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST INCURRED
      BY BREITBURN MANAGEMENT OR ITS AFFILIATES IN CONNECTION WITH
      THE
      SERVICES. DEVCO SHALL NEVERTHELESS PAY BREITBURN MANAGEMENT
      IN FULL WHEN DUE THE FULL PAYMENT AMOUNT OWED TO BREITBURN
      MANAGEMENT. SUCH PAYMENT SHALL NOT BE DEEMED A WAIVER OF
      THE
      RIGHT OF DEVCO TO RECOUP ANY CONTESTED PORTION OF ANY
      AMOUNT SO PAID. HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN
      EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED
      NOT TO BE AN APPROPRIATE COST INCURRED BY BREITBURN MANAGEMENT
      OR ITS AFFILIATES UNDER THIS AGREEMENT IN CONNECTION WITH ITS PROVIDING THE
SERVICES
      HEREUNDER, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY
      BE)
      SHALL BE REFUNDED BY BREITBURN MANAGEMENT TO DEVCO
      TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE DURING
      THE PERIOD FROM THE DATE OF PAYMENT BY DEVCO TO THE
      DATE
      OF REFUND BY BREITBURN MANAGEMENT.

     

    Section
      4.4 Set
      Off.

     

    In
      the
      event that BreitBurn Management owes Devco a sum certain in an uncontested
      amount under any other agreement, then any such amounts may be aggregated and
      Devco
      and
      BreitBurn Management may discharge their obligations by netting those
amounts
      against any amounts owed by Devco to BreitBurn Management under this
Agreement.
      If Devco or BreitBurn Management owes the other party a greater aggregate
      amount, that Party may pay to the other Party the difference between the amounts
      owe.

    


    Section
      4.5 BreitBurn
      Management's Employees.

     

    The
      obligations under Sections 4.1 and 4.2, to the extent they relate to Services
      provided by
      employees of BreitBurn Management or its Affiliates, shall be limited to payment
      to BreitBurn
      Management for expenses in connection with its or its Affiliates' employees
      engaged in the provision of Services hereunder, and Devco shall not be obligated
      to pay to BreitBurn
      Management's or its Affiliates' employees directly any compensation, salaries,
      wages, bonuses,
      benefits, social security taxes, workers' compensation insurance, retirement
      and
insurance
      benefits, training and other such expenses; provided, however, that Devco may,
      at its option, compensate such employees under Devco's Long-Term Incentive
      Plan
      for
      the provision of Services hereunder; and provided further, however, that if
      BreitBurn Management
      fails to pay any employee, with the exception of employee claims for amounts
      owed
      that
      BreitBurn Management disputes in good faith, within 30 days of the date such
      employee's
      payment is due:

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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          12 -

        
          

        

      

      
        
        

      

    

     

    (a) Devco
      may
      (i) pay such employee directly, (ii) employ such employee
      directly, (iii) notify BreitBurn Management and begin to pay all employees
      providing service
      to Devco directly, or (iv) notify BreitBurn Management that this Agreement
      is
terminated
      and employ all employees directly; and

     

    (b) BreitBurn
      Management shall reimburse Devco, as the case may be,
      the
      amount Devco paid to BreitBurn Management for employee services that
BreitBurn
      Management did not pay to any such employee.

     

    Section
      4.6 Approval
      of Expenses.

     

    BreitBurn
      Management acknowledges that all charges for Services assessed by BreitBurn
      Management
      and included in the Payment Amount must be approved by the persons authorized
      to
      approve such Payment Amount pursuant to Devco's governance and delegation-of
      -authority
      process. Additionally, BreitBurn Management acknowledges that the Audit
      Committee of
      Pro
      GP's Board of Directors may at any time review the Payment Amounts and the
      levels of Services and, as a result, may direct Devco to decrease the level
      of
      Services or
      to
      dispute a prior invoice pursuant to Section 4.3. In addition to the information
      BreitBurn Management
      is obligated to provide pursuant to Section 4.2, BreitBurn Management shall
      provide
      such other information as reasonably necessary to determine the veracity or
      appropriateness
      of any Payment Amount hereunder.

    


    ARTICLE
      V

     

    FORCE
      MAJEURE

     

    Section
      5.1 Force
      Majeure.

     

    A
      Party's
      obligation under this Agreement shall be excused when and to the extent its
      performance
      of that obligation is prevented due to Force Majeure; provided,
      however, that
      a
Party
      shall not be excused by Force Majeure from any obligation to pay money. The
      Party that is
      prevented from performing its obligation by reason of Force Majeure shall
      promptly notify the other
      Parties of that fact and shall exercise due diligence to end its inability
      to
      perform as promptly
      as practicable. Notwithstanding the foregoing, a Party is not required to settle
      any strike,
      lockout or other labor dispute in which it may be involved; provided,
      however, that,
      in
      the event
      of
      a strike, lockout or other labor dispute affecting BreitBurn Management,
      BreitBurn Management
      shall use reasonable efforts to continue to perform all obligations hereunder
      by
utilizing
      its management personnel and that of its Affiliates.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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    ARTICLE
      VI

     

    ASSIGNMENTS
      AND SUBCONTRACTS 

     

    Section
      6.1 Assignments.

     

    (a) Other
      than as permitted herein, without the prior consent of BreitBurn Management,
      none of Devco
      or
      the other members of the Devco Group may sell, assign, transfer or convey
any
      of
      its rights, or delegate any of its obligations, under this Agreement to any
      Person.

     

    (b) Without
      the prior consent of the Devco, BreitBurn Management may not
      sell,
      assign, transfer or convey any of its rights, or delegate any of its
      obligations, under this Agreement to any Person, other than the delegation
      of
      performance of Services to an Affiliate of BreitBurn
      Management or a qualified third party as permitted by Section 2.4 and the sale,
      assignment,
      transfer or conveyance of its rights hereunder to any such
      Affiliate.

     

    Section
      6.2 Other
      Requirements. 

     

    Subject
      to the other provisions hereof:

     

    (a) All
      materials and workmanship used or provided in performing the Services
      shall be in accordance with applicable specifications and
      standards.

     

    (b) BreitBurn
      Management shall exercise reasonable diligence to obtain the most
      favorable terms or warranties available from vendors, suppliers and other third
      parties, and where
      appropriate, BreitBurn Management shall assign such warranties to
      Devco.

     

    (c) In
      rendering the Services, BreitBurn Management shall not discriminate against
      any employee or applicant for employment because of race, creed, color,
      religion, sex, national
      origin, age or handicap, and shall comply with all applicable provisions of
      Executive Order
      11246 of September 24, 1965, and any successor order thereto. Subject to the
      above, BreitBurn
      Management shall, to the extent practicable, engage employees who reside in
      or
whose
      businesses are located in the local area or state where the Services are
      performed.

     

    (d)
      BreitBurn
      Management agrees to exercise reasonable diligence to ensure that,
      during the term of this Agreement, it shall not employ unauthorized aliens
      as
      defined in the Immigration
      Reform and Control Act of 1986, or any successor law.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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      ARTICLE
        VII

       

      TERMINATION

    

     

    Section
      7.1 Termination
      by Devco on behalf of the Devco Group.

     

    (a)
      Upon
      the
      occurrence of any of the following events, Devco, on behalf
      of
      the Devco Group, may terminate this Agreement by giving written notice of such
      termination
      to BreitBurn Management:

     

    (i) Provident
      Energy Trust and its Affiliates cease to maintain a direct or indirect
      controlling interest in Pro GP or Devco; or

     

    (ii) BreitBurn
      Management's failure to pay any employee within thirty (30)
      days
      of the date such employee's payment is due, subject to the limitations described
      in Section 4.5.

     

    Any
      termination under this Section 7.1(a) shall become effective immediately upon
      delivery of the
      notice first described in this Section 7.1(a).

     

    (b)
      In
      addition to its rights under Section 7.1(a), Devco may terminate
      this Agreement at any time by giving notice of such termination to BreitBurn
      Management.
      Any termination under this Section 7.1(b) shall become effective 90 days after
      delivery of such notice. For certainty any reduction of Services including
      a
      reduction of Services down to nil shall not be considered a termination of
      this
      Agreement for the purposes of Devco's ability to continue to receive Transition
      Services as long as the Transition Period (as defined below) has commenced
      before the Services are reduced to nil. 

     

    (c)
      In
      the
      event that BreitBurn Management becomes Bankrupt or involuntarily dissolves
      or
      involuntarily
      commences liquidation or winding-up, this Agreement shall automatically
      terminate without notice
      to
      BreitBurn Management.

     

    Section
      7.2 Termination
      by BreitBurn Management.

     

    (a)
      BreitBurn
      Management may terminate this Agreement by giving written notice
      of
      such termination to Devco in the event that Provident Energy Trust and its
      Affiliates
      cease to maintain a direct or indirect controlling interest in Pro GP or
Devco.
      Any termination under this Section 7.2(a) shall become effective immediately
      upon delivery of the notice first described in this Section 7.2(a). A
      termination under this subsection shall not terminate the obligation to provide
      Transition Services or the right of the Devco Group to request the Transition
      Services.

    


       (b) In
      addition to its rights under Section 7.2(a), after December 31, 2008, BreitBurn
      Management may
      terminate this Agreement at any time by giving notice of such termination to
      Devco. Any
      termination under this Section 7.2(b) shall become effective 180 days after
      delivery of such notice
      by
      BreitBurn Management.

     

    Section
      7.3 Effect
      of Termination.

     

    If
      this
      Agreement is terminated in accordance with Section 7.1 or 7.2, all rights and
      obligations
      under this Agreement shall cease except for (a) obligations that expressly
      survive termination of this Agreement; (b) liabilities and obligations that
      have
      accrued prior to such termination,
      including the obligation to pay any amounts that have become due and payable
      prior to such termination, and (c) the obligation to pay any portion of the
      Payment Amount that has accrued
      prior to such termination, even if such portion has not become due and payable
      at that time.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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    ARTICLE
      VIII

     

    CONFIDENTIAL
      INFORMATION 

     

    Section
      8.1 Nondisclosure.

     

    Each
      of
      BreitBurn Management and the Devco Group agrees that (i) it will not
disclose
      to any third party or use any Confidential Information disclosed to it by the
      other except as
      expressly permitted in this Agreement, and (ii) it will take all reasonable
      measures to maintain the
      confidentiality of all Confidential Information of the other Party in its
      possession or control, which
      will in no event be less than the measures it uses to maintain the
      confidentiality of its own information
      of similar type and importance.

     

    Section
      8.2 Permitted
      Disclosure.

     

    Notwithstanding
      the foregoing, each Party may disclose Confidential Information (i) to the
      extent required by a court of competent jurisdiction or other governmental
      authority or otherwise as required by law, including without limitation
      disclosure obligations imposed under the
      federal securities laws, provided that such Party has given the other Party
      prior notice of such requirement
      when legally permissible to permit the other Party to take such legal action
      to
prevent
      the disclosure as it deems reasonable, appropriate or necessary, or (ii) to
      its
      consultants, legal counsel, Affiliates, accountants, banks and other financing
      sources and their advisors.

     

    ARTICLE
      IX

     

    LIMITATION
      OF LIABILITY; INDEMNIFICATION 

     

    Section
      9.1 Limitation
      of Liability.

     

    Except
      as
      may be provided in Section 9.2 below, BreitBurn Management and its controlling
      persons, directors, officers, employees, agents and permitted assigns (each,
      a
"BreitBurn
      Management Party") shall not be liable to the Devco Group and their respective
      directors,
      officers, employees, agents or permitted assigns (each, a "Devco Group Party")
      for
      any
      liabilities, claims, damages, losses or expenses, including, but not limited
      to,
      any special, indirect, incidental or consequential damages, of a Devco Group
      Party arising in connection with
      this
      Agreement and the Services provided hereunder.

     

    Section
      9.2 Indemnification.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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    (a) BreitBurn
      Management shall indemnify, defend and hold harmless each of the Devco
      Group Parties from and against all liabilities, claims, damages, losses and
      expenses (including,
      but not limited to, court costs and reasonable attorneys' fees)(collectively
      referred to as
      "Damages") of any kind or nature, of third parties unrelated to any Devco Group
      Party, caused
      by
      or arising in connection with the gross negligence or willful misconduct of
      BreitBurn Management
      in connection with the performance of the Services, except to the extent that
      Damages
      were caused directly or indirectly by acts or omissions of any Devco Group
      Party.

     

    (b) From
      and
      after the Effective Date and except for those matters for which BreitBurn
      Management has indemnity obligations pursuant to Section 9.2(a). the Devco
      Group
      shall indemnify, defend and hold harmless each BreitBurn Management
      Party
      from and
      against all liabilities, claims, damages, losses and expenses (including,
      but not limited to, court costs and reasonable attorneys' fees)(collectively
      referred to as
      "Damages") of any kind or nature, arising from or related to the Business,
      the
      Services or their performance by BreitBurn Management under this
      Agreement.

     

    ARTICLE
      X

     

    DISPUTE
      RESOLUTION

     

    If
      the
      Parties are unable to resolve any dispute regarding the validity or terms of
      this Agreement
      or its termination, service or performance issues, there is a material breach
      of
      this Agreement
      that has not been corrected within thirty (30) days of receipt of notice of
      such
      breach or any other dispute between the parties related to this Agreement,
      either party hereto may refer the
      matter to an arbitrator selected in accordance with the rules of JAMS in Los
      Angeles County, California
      as the exclusive remedy for any such dispute, and in lieu of any court action,
      which is hereby
      waived. The only exception shall be a claim by either Party for injunctive
      relief pending arbitration.

    


    ARTICLE
      XI

     

    TRANSITION
      SERVICES

     

    11.1 The
      Devco
      Group shall have the right at any time to request commercially reasonable
      transitional services (the "Transition Services") from BreitBurn Management.
      Such Transition Services shall provide for the orderly, efficient and timely
      transition to the Devco Group of the responsibility for the administrative
      services previously provided by BreitBurn Management hereunder. The Transition
      Services shall be provided for up to a six (6) month period (the "Transition
      Period") commencing on the written request by the Devco Group to BreitBurn
      Management for the Transition Services to commence; provided, however, that
      such
      Transition Services shall not extend beyond the termination of this Agreement
      otherwise provided for herein. Transition Services shall at the request of
      the
      Devco Group include, without limitation, the following:

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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              (a)

            	
              BreitBurn
                Management shall segregate all books, records and data that relate
                to
                Business or the assets of the Devco Group and provide the Devco Group
                with
                a listing of all such books, records and data. BreitBurn Management
                shall
                take all such steps, including using reasonable commercial efforts
                to
                obtain any applicable approvals, consents, or waivers, as are necessary
                or
                appropriate to transfer such books, records and data to the Devco
                Group.

            


    

     

    
      	 	
              (b)

            	
              BreitBurn
                Management shall take all necessary or appropriate steps to transfer
                and
                to transition to the Devco Group the information, knowledge and systems
                data relating to the Services currently provided by Devco under this
                Agreement, including without limitation, banking arrangements, taxation
                matters, lease, land, conveyancing and real estate administration
                matters,
                treasury matters, insurance coverage matters, information systems
                matters,
                human resource matters, marketing matters, operations, development,
                exploration and geological and geophysical matters, and accounting
                and
                audit matters.

            


    

     

    
      	 	
              (c)

            	
              BreitBurn
                Management shall take all necessary or appropriate steps, including
                using
                reasonable commercial efforts to obtain any applicable approvals,
                consents
                or waivers, to transfer all contracts applicable to the Business
                and the
                assets of the Devco Group.

            


    

     

    
      	 	
              (d)

            	
              BreitBurn
                Management shall take all reasonably necessary or appropriate steps,
                including using reasonable commercial efforts to obtain any applicable
                consents, approvals or waivers, in order to transfer all data for
                all
                systems relating to the Business and the assets of the Devco Group.
                The
                Devco Group shall be entitled to use BreitBurn Management systems,
                software and hardware until such time as such data is transferred
                to the
                Devco Group and the Devco Group systems are fully functional. The
                transition of such data shall, without limitation, include the data
                on the
                systems described on Schedule 11.1 hereto. To the extent software
                systems
                can be duplicated at no cost to BreitBurn Management a copy shall
                be
                provided to Devco, and to the extent software systems relate solely
                to the
                assets of the Devco Group, they shall be transferred to
                Devco.

            


    

     

    
      	 	
              (e)

            	
              BreitBurn
                Management shall take all reasonably necessary or appropriate steps,
                including using reasonable commercial efforts to obtain any applicable
                consents, appraisals or waivers, to transfer all technical data and
                knowledge, studies, reports, working papers, logs and interpretations
                related to the Business or the assets of the Devco Group to the Devco
                Group.

            


    

     

    11.2 The
      Devco
      Group shall be entitled to have access to BreitBurn Management and its staff
      during any period during which Transition Services are being provided, which
      for
      certainty shall not last beyond the term hereof. The Devco Group shall also
      during the Transition Period have access to all books, records, data, systems
      relating to the Business and the assets of the Devco Group. The Devco Group
      shall be permitted to have employees or representatives in each of the areas
      of
      the services being provided attend at the offices of BreitBurn Management during
      normal business hours during the Transition Period and BreitBurn Management
      shall provide such persons with reasonable working areas comparable with
      BreitBurn Management employees.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
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    11.3 For
      certainty, the Transition Services shall at all time include reasonable access
      to the appropriate individual at BreitBurn Management and its affiliates for
      the
      purpose of providing the Devco Group with data, consultations and history
      reasonably related to the matters being transitioned. The staff of BreitBurn
      Management that the Devco Group shall have access to shall include, without
      limitation, those employees listed on Schedule 11.3 hereto. 

     

    11.4 The
      Devco
      Group shall be entitled during the Transition Period to offer employment or
      service contracts to those employees of BreitBurn Management who are field
      workers or officed at the Orcutt Field Office. BreitBurn Management agrees
      to
      use commercially reasonable efforts to assist the Devco Group in obtaining
      the
      transfer of the employment of such personnel to the Devco Group. BreitBurn
      Management and the Devco Group agree to meet and discuss whether it would be
      appropriate for other employees of BreitBurn Management who spend a material
      amount of time on Devco Group matters to transfer their employment to the Devco
      Group at the end of the Transition Period.

     

    
      BREITBURN
        ENERGY COMPANY L.P

      AMENDED
        & RESTATED ADMINISTRATIVE
        SERVICES AGREEMENT

    

     

    
      
        
        

      

      
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          19 -

        
          

        

      

      
        
        

      

    

     

    11.5 BreitBurn
      Management and the Devco Group will take all reasonably necessary or appropriate
      steps, (including using reasonable commercial efforts to cause its affiliates
      to
      take necessary or appropriate steps and reasonably commercial efforts to obtain
      applicable consents, approvals and waivers) to segregate any employee plans
      and
      the obligations thereunder such that the Devco Group will only have liability
      under the employee plans relating to it. BreitBurn Management agrees that it
      will use all reasonable commercial efforts to ensure that BreitBurn Energy
      Partners L.P. continues to hold at least 50% of the capital of BreitBurn
      Management for as long as the Devco Group continues to have employee awards
      outstanding under its LTIP Plans.

     

    11.6 BreitBurn
      Management acknowledges that Provident Energy Ltd. may sell all or any portion
      of the Devco Group, or all or a portion of its assets and therefore the Devco
      Group shall be entitled to assign the rights it has to obtain the Transition
      Services hereunder to any purchaser of the Devco Group, any part thereof, or
      any
      of its assets.

     

    11.7 The
      request for, and the provision of, Transition Services hereunder shall for
      certainty not affect payment amounts under Section 4.1 for as long as the Fixed
      Fee in the first paragraph of Section 4.1 is applicable. If Transition Services
      are required after the period during which the Fixed Fee in the first paragraph
      of Section 4.1 is applicable they will be provided at cost on a no loss/no
      gain
      basis.

     

    11.8 For
      a one
      year period after the Devco Group first notifying BreitBurn Management, in
      writing, that it wishes BreitBurn Management to commence providing Transition
      Services, BreitBurn Management hereby acknowledges and agrees to make available
      to the Devco Group, upon receipt of written notice therefrom, such information
      and records regarding the Services previously provided pursuant hereto.
      BreitBurn Management also agrees to provide, on the request of the Devco Group,
      Services relating to the preparation of historical financial statements or
      other
      historical statements necessary for any purchaser of the Devco Group, any part
      of the Devco Group or all or any portion of the assets of the Devco
      Group.

     

    ARTICLE
      XI1

     

    GENERAL
      PROVISIONS

     

    Section
      12.1 Notices.

     

    All
      notices or other communications required or permitted under, or otherwise in
      connection
      with, this Agreement must be in writing and must be given by depositing same
      in
      the mail,
      addressed to the Person to be notified, postpaid and registered or certified
      with return receipt
      requested or by transmitting by national overnight courier or by transmitting
      by
      national overnight
      courier or by delivering such notice in person or by facsimile to such Party.
      Notice given
      by
      mail, national overnight courier or personal delivery shall be effective upon
      actual receipt.
      Notice given by facsimile shall be effective upon confirmation of receipt when
      transmitted
      by facsimile if transmitted during the recipient's normal business hours or
      at
      the beginning
      of the recipient's next business day after receipt if not transmitted during
      the
recipient's
      normal business hours. All notices to be sent to a Party pursuant to this
      Agreement shall
      be
      sent to or made at the address, in each case as follows:

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          20 -

        
          

        

      

      
        
        

      

    

     

    if
      to Pro
      GP:

     

    Pro
      GP
      Corp.

    2100,
      250-2nd
      Street
      S.W. 

    Calgary,
      AB T2P 0C1

    Attention:
      Thomas W. Buchanan

    Fax:
      (403)
      294-0111

     

    if
      to
      Devco:

    


    2100,
      250-2nd
      Street
      S.W. 

    Calgary,
      AB T2P 0C1

    Attention:
      Thomas W. Buchanan

    Fax:
      (403)
      294-0111

     

    if
      to
      BreitBurn Management:

     

    BreitBurn
      Management Company LLC 

    515
      South
      Flower Street, Suite 4800 Los
      Angeles, CA 90071

    Attention:
      Halbert S. Washburn

    Fax:
      (213) 225-5917

     

    Section
      12.2 Further
      Action.

     

    The
      Parties shall execute and deliver all documents, provide all information and
      take or refrain from taking action as may be necessary or appropriate to achieve
      the purposes of this Agreement.

     

    Section
      12.3 Binding
      Effect.

     

    This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their heirs, executors, administrators, successors, legal representatives
      and permitted assigns.

     

    Section
      12.4 Integration.

     

    This
      Agreement constitutes the entire Agreement among the Parties hereto pertaining
      to the subject matter hereof and supersedes all prior agreements and
      understandings pertaining thereto.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    


    Section
      12.5 Creditors.

     

    None
      of
      the provisions of this Agreement shall be for the benefit of, or shall be
enforceable
      by, any creditor of Devco.

     

    Section
      12.6 Waiver.

     

    No
      failure by any party to insist upon the strict performance of any covenant,
      duty, agreement
      or condition of this Agreement or to exercise any right or remedy consequent
      upon a breach
      thereof shall constitute waiver of any such breach of any other covenant, duty,
      agreement or
      condition.

     

    Section
      12.7 Counterparts.

     

    This
      Agreement may be executed in counterparts, all of which together shall
      constitute an agreement
      binding on all the Parties hereto, notwithstanding that all such Parties are
      not
signatories
      to the original or the same counterpart. Each Party shall become bound by this
      Agreement
      immediately upon affixing its signature hereto.

     

    Section
      12.8 Applicable
      Law.

     

    This
      Agreement shall be construed in accordance with and governed by the laws of
      the
State
      of
      Delaware, without regard to the principles of conflicts of law.

     

    Section
      12.9 Invalidity
      of Provisions.

     

    If
      any
      provision of this Agreement is or becomes invalid, illegal or unenforceable
      in
      any respect,
      the validity, legality and enforceability of the remaining provisions contained
      herein shall
      not
      be affected thereby.

     

    Section
      12.10 Amendment
      or Restatement.

     

    This
      Agreement may be amended or restated only by a written instrument executed
      by
each
      of
      the Parties; provided, however, that BreitBurn Management may not, without
      the
      prior approval of
      its
      Conflicts Committee, agree to any amendment or modification of this Agreement
      that the Conflicts
      Committee determines will adversely affect the holders of common units
      representing limited
      partner interests in the MLP.. The Parties hereto agree that, for purposes
      of
      this Section
      12.10, any material change in the nature, quantity or duration of the Services
      to be provided
      under this Agreement prior to December 31, 2008 (but not thereafter) shall
      constitute a modification of this Agreement.

     

    Section
      12.11 Directly
      or Indirectly.

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    

     

    Where
      any
      provision of this Agreement refers to action to be taken by any Party, or
which
      such Party is prohibited from taking, such provision shall be applicable whether
      such action
      is
      taken directly or indirectly by such Party, including actions taken by or on
      behalf of any Affiliate
      of such Party.

     

    Section
      12.12 Prior
      Services.

     

    Nothing
      in this Agreement is intended to change, affect or supercede the provisions
      of
      the prior Administrative Services Agreement amended hereby and the parties
      each
      remain responsible for all obligations, costs, liabilities and benefits provided
      for under that prior agreement through the Effective Date of this Restated
      and
      Amended Agreement (and for such extended periods as may have been provided
      for
      thereunder, as applicable).

     

    BREITBURN
      ENERGY COMPANY L.P

    AMENDED
      & RESTATED ADMINISTRATIVE
      SERVICES AGREEMENT


    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    


    Exhibit
      10.5

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement on, and effective
      as
of,
      the
      Effective Date.

     

    
      	
              PRO
                GP CORP.

            
	 	 
	
              By:
                

            	
                 
                /s/ Thomas W. Buchanan

            
	 	 
	
              Name:
                

            	Thomas
              W. Buchanan 
	 	 
	
              Title:
                

            	President 
	 
	
              BREITBURN
                ENERGY COMPANY L.P. By: Pro GP 

              Corp.,
                its General Partner

            
	 	 
	
              By:
                

            	
              
                   
                  /s/ Thomas W. Buchanan

              

            
	 	 
	
              Name:
                

            	Thomas
              W. Buchanan
	 	 
	
              Title:

            	President
	 	 
	 	
              BREITBURN
                MANAGEMENT COMPANY, LLC

            
	 	 
	
              By:
                

            	   
              /s/ James G. Jackson 
	 	 
	
              Name:

            	
              James
                G. Jackson

            
	 	 
	
              Title:
                

            	
              Chief Financial
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

     

    SERVICES
      PROVIDED BY BREITBURN MANAGEMENT TO
      DEVCO

     

    
      	1.	
              Accounting

            


    

     

    
      	2.	
              Information
                Technology

            


    

     

    
      	3.	
              Real
                Property

            


    

     

    
      	4.	
              Legal

            


    

     

    
      	5.	
              Operations/Reservoir
                Engineering/Geology/Geophysics

            


    

     

    
      	6.	
              Administrative
                Services

            


    

     

    
      	7.	
              Financial
                Services

            


    

     

    
      	8.	
              Insurance
                Service

            


    

     

    
      	9.	
              Risk
                Management

            


    

     

    
      	10.	
              Corporate
                Development

            


    

     

    
      	11.	
              Commercial
                and Marketing

            


    

     

    
      	12.	
              Treasury

            


    

     

    
      	13.	
              Tax

            


    

     

    
      	14.	
              Audit

            


    

     

    
      	15.	
              SOX

            


    

     

    
      	16.	
              Investor
                Relations

            


    

     

    
      
        	17.	
                EH
                  & S

              


      

    

     

    
      	18.	
              HR

            


    

     

    
      	19.	
              Regulatory
                Compliance

            


    

     

    
      	20.	
              Land
                Administration

            


    

     

    For
      certainty, the Services shall include such services as are necessary to carry
      on
      the Business in accordance with the applicable budgets approved by the board
      of
      directors Pro GP Corp, shall be consistent in scope to the Services that have
      historically been provided hereunder, and shall be provided in accordance with
      the more detailed descriptions attached as Annex A to this Schedule 1.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      A 

    to
      Schedule 1 of the Administrative Services Agreement dated June 16,
      2008.

    


    Land
      Administration Services

    


    BreitBurn
      Management will provide services relating to:

    


    
      	 	
              (a)

            	
              Administering
                and maintaining in force all oil and gas properties of the Devco
                Group
                (the "Oil and Gas Properties");

            


    

     

    
      	 	
              (b)

            	
              Maintaining
                and updating all lease, ownership, contract, and property records
                and
                databases relating to the Oil and Gas
                Properties;

            


    

     

    
      	 	
              (c)

            	
              Maintaining
                and updating all royalty payment and division order reports and
                databases;

            


    

     

    
      	 	
              (d)

            	
              Identifying,
                paying, and appropriately invoicing all rentals, surface damage payments,
                right of way payments, shut in payments, and other payments required
                by
                the Oil and Gas Properties;

            


    

     

    
      	 	
              (e)

            	
              Maintaining
                all land, contract, division of interest, lease files, and other
                files
                relating to the subject land administration functions;
                and

            


    

     

    
      	 	
              (f)

            	
              Such
                other administrative services as the Devco Group may reasonably deem
                necessary or advisable to administer or maintain the Oil and Gas
                Properties including with respect to suspense
                accounts.

            


    

     

    
      	 	
              (g)

            	
              BreitBurn
                Management agrees to keep the Devco Group fully apprised in a timely
                manner of every circumstance, action, occurrence or event occurring
                or
                arising that would be relevant and material to the Devco
                Group.

            


    

     

    Real
      Estate Services

    


    BreitBurn
      Management will provide such real estate services to the Devco Group in order
      to
      maintain protect and promote all real estate entities currently held by DevCo.
      Among others, this would specifically relate to office leases, the apartment
      buildings in West Pico and all activities at Orcutt (including the ongoing
      North
      Hill development and permits). 

    


    Legal
      Services

    


    BreitBurn
      Management will provide such legal services to the Devco Group as are necessary
      in order to maintain and protect the Business and the assets of the Devco Group.
      

    


    Operational
      Services

    


    BreitBurn
      Management shall:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (a)

            	
              Continue
                to carry out planned budget/forecast activities and indicate any
                significant deviations to the plan.

            


    

     

    
      	 	
              (b)

            	
              Ongoing
                technical work (engineering/reservoir/G&G) required to support ongoing
                planned development of assets. 

            


    

     

    
      	 	
              (c)

            	
              Maintain,
                apply for and renew all regulatory permitting and licensing to
                maintain current operations and activity or development included
                in the
                budget/forecast.

            


    

     

    SOX
      Services

    


    BreitBurn
      Management shall remain in compliance with and ensure the Devco Group remains
      in
      compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of
      2002. This includes ensuring that entity, activity and general computer controls
      have been designed appropriately and are operating effectively. 

    


    Accounting
      Services 

    


    BreitBurn
      Management shall:

    


    
      	 	
              (d)

            	
              Continue
                to provide payroll/benefit services for Houston and Lynchberg employees
                of
                Kinetic Resources U.S.A.

            


    

     

    
      	 	
              (e)

            	
              Continue
                to remit U.S. withholding taxes on instructions for remittance for
                midstream operations on a timely
                basis.

            


    

     

    
      	 	
              (f)

            	
              Continue
                to pay royalties on West Pico, on a timely basis (and other
                areas).

            


    

     

    
      	 	
              (g)

            	
              Continue
                to administer and manage the real estate development
                activities.

            


    

     

    
      	 	
              (h)

            	
              Continue
                to provide reporting in accordance with the
                following:

            


    

     

    
      	
              Provident
                reporting requirement 

            	
               Business
                day of 
the month 
following the 
period
                being 
reported on

            
	 	 	 	 
	
              a)
                Regular Month-ends

            	 
	
              Item #

            	 	
              Description

            	 
	
              1

            	 	
              KUSA
                Payroll amounts

            	
              3

            
	
              2

            	 	
              Proholdco
                Consolidated Balance Sheet & Income Statement (YTD and
                MTD)

            	
              9

            
	
              3

            	 	
              Non-Controlling
                Interest Reconciliation

            	
              9

            
	
              4

            	 	
              Proholdco
                Consolidated Capital Spending Summary that ties into Change in
                PPE

            	
              9

            
	
              5

            	 	
              Revenue
                & Royalty breakdown for Month and YTD

            	
              9

            
	
              6

            	 	
              Intercompany
                transaction detail (Proholdco and Devco)

            	
              9

            
	
              7

            	 	
              PHC
                Distribution summary (in months of Distribution or
                adjustment)

            	
              9

            
	
              8

            	 	
              Details
                of "Capital" or retained earnings changes (in months of
                change)

            	
              9

            
	
              9

            	 	
              Proholdco
                "Other payables" detail- Looking for taxes payable and currently
                that is
                where it is booked

            	
              9

            
	
              10

            	 	
              Breakdown
                of Management Fees (how much is with Provident and how much is third
                party)

            	
              9

            
	
              11

            	 	
              Breakdown
                of Tax provision on P&L (how much is current and how much is
                future)

            	
              9

            
	
              12

            	 	
              Interest
                expense breakdown- Realized, unrealized and interest
                expense

            	
              9

            
	
              13

            	 	
              Monthly
                & YTD production

            	
              9

            
	
              14

            	 	
              Option
                expense Models with Summary sheets

            	
              9

            
	
              15

            	 	
              Summary
                of ARO change in the month

            	
              9

            
	
              16

            	 	
              Summary
                of Acquisition transactions including cash paid, non cash items recorded
                and breakdown of assets acquired (PPE, AR, AP etc.)

            	
              9

            
	 	 	 	 
	
              b)
                Quarter-ends

            	 
	 	 	 	 
	
              17

            	 	
              Full
                cost depletion adjustment (if reserves are in, if not an
                estimate)

            	
              9

            
	
              18

            	 	
              Capital
                Accrual balance

            	
              9

            
	
              19

            	 	
              Balance
                of townlot accrued liability.

            	
              9

            
	
              20

            	 	
              Production
                volumes by area- QTD and YTD 

            	
              11

            
	
              21

            	 	
              Capital
                Spending broken down by area- Should tie back to Capital Spending
                summary

            	
              11

            
	
              22

            	 	
              Listing
                of letters of credit and changes to debt borrowing base

            	
              11

            
	
              23

            	 	
              Any
                cash taxes paid (Income and withholding taxes)

            	
              11

            
	 	 	 	 
	
              c)
                Annual 

            	 
	 	 	 	 
	
              24

            	 	
              Summary
                of Commitments (leases, etc.)

            	
              11

            


    


    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    


    Approval
      Levels

     

    Other
      than pursuant to commitments set forth in Devco's annual budget of capital
      expenditures, operating expenses and general and administrative expenses as
      supplemented by forecast updates thereto, BreitBurn Management shall not cause
      Devco to directly or indirectly do any of the following without the prior
      approval of a designated representative of Pro GP Corp: (i) sell, pledge,
      dispose of or encumber any assets, except in the ordinary course of business
      for
      a consideration in excess of $250,000 in aggregate or incur any capital
      expenditure for the period following the date hereof in excess of $50,000
      individually or $250,000 in aggregate, or except for the sale of petroleum
      substances in the ordinary course of business and consistent with Devco's
      current marketing practices; (ii) acquire by merger, amalgamation, consolidation
      or acquisition of shares or assets) any corporation, partnership or other
      business organization or division thereof, or, except for investments in
      securities for hedging purposes made in the ordinary course of business and
      in
      any event not in excess of $250,000, make any investment either by purchase
      of
      shares or securities, contributions of capital, property transfer, or, except
      in
      the ordinary course of business, purchase of any property or assets of any
      other
      individual or entity; (iii) enter into any material joint venture, farm-out
      or
      other partnering arrangement; (iv) incur any indebtedness for borrowed money
      or
      any other material liability or obligation or issue any debt securities or
      assume, guarantee, endorse or otherwise as an accommodation become responsible
      for, the obligations of any other individual or entity, or make any loans or
      advances; (v) pay, discharge or satisfy any material claims, liabilities or
      obligations other than the payment, discharge or satisfaction in the ordinary
      course of business, consistent with past practice, of liabilities reflected
      or
      reserved against in its financial statements or incurred in the ordinary course
      of business consistent with past practice; (vi) authorize, recommend or propose
      any release or relinquishment of any material contract right; (vii) waive,
      release, grant or transfer any rights of material value or modify or a change
      in
      any material respect any existing license, lease, contract, production sharing
      agreement, government land concession, development plan or other document;
      (viii) enter into or terminate any interest rate swaps, currency swaps, hedges
      or any other rate fixing agreement for a financial transaction or enter into
      any
      hedge, put or call arrangement of any sort or any forward sale agreement for
      commodities; (ix) authorize or propose any of the foregoing, or enter into
      or
      modify any contract, agreement, commitment or arrangement to do any of the
      foregoing except as permitted above; or make any payments under any employee
      incentive plans for which Devco is responsible.


    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

    


    Schedule
      11.1


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

    


    Schedule
      11.3