Purchase Agreements

On June 17, 2008, BreitBurn Energy Partners L.P. (the "Partnership") entered into a Purchase Agreement (the "Common Unit Purchase Agreement") with Pro LP Corp.("Pro LP") and Pro GP Corp. ("Pro GP"), which are indirect wholly owned subsidiaries of Provident Energy Trust ("Provident"), pursuant to which the Partnership purchased from Pro LP and Pro GP on the same date an aggregate of 14,404,962 common units representing limited partnership interests in the Partnership ("Common Units") for a purchase price of $335,033,175. The Common Unit Purchase Agreement contains customary representations and warranties and indemnification provisions.

On June 17, 2008, the Partnership entered into a Purchase Agreement (the "BreitBurn Management Purchase Agreement," and together with the Common Unit Purchase Agreement, the "Purchase Agreements") with Pro LP and Pro GP, pursuant to which the Partnership purchased from Pro LP and Pro GP on the same date 95.55% in the aggregate of the outstanding limited liability interests in BreitBurn Management Company, LLC ("BreitBurn Management"), for a purchase price of $9,966,825. Following such purchase, Pro LP and Pro GP ceased to be members of BreitBurn Management. At the time of the purchase, BreitBurn Management held all of the outstanding limited liability company interests in BreitBurn GP, LLC, which is the general partner of the Partnership (the "General Partner"). The BreitBurn Management Purchase Agreement contains customary representations and warranties and indemnification provisions. In addition, the BreitBurn Management Purchase Agreement contains certain covenants of the parties relating to the allocation of responsibility for liabilities and obligations under certain pre-existing equity compensation plans of the Partnership and BreitBurn Energy Company L.P. ("BreitBurn Energy"). In addition, pursuant to the BreitBurn Management Purchase Agreement, Pro GP assigned to the Partnership certain of its obligations as employer under the employment agreements among Pro GP, BreitBurn Management and the General Partner and each of Randall Breitenbach, Mark Pease, James Jackson, Gregory Brown, and Halbert Washburn.

The description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Contribution Agreement

On June 17, 2007, the Partnership entered into a Contribution Agreement (the "Contribution Agreement") with BreitBurn Management, the General Partner, BreitBurn Energy Corporation, a California corporation wholly owned by the Co-Chief Executive Officers of the General Partner, Halbert S. Washburn and Randall H. Breitenbach ("BEC"), and the Partnership, pursuant to which the parties consummated on the same date the following transactions: (1) BEC contributed its 4.45% limited liability company interest in BreitBurn Management to the Partnership in exchange for 19,955 Common Units and ceased to be a member of BreitBurn Management; (2) the Partnership was admitted to BreitBurn Management as the sole member of BreitBurn Management; (3) BreitBurn Management contributed its 100% limited liability company interest in the General Partner . . .

Acknowledgment of Termination - Omnibus Agreement

On June 17, 2008, Provident, Pro GP, BreitBurn Energy, the General Partner and the Partnership executed an Acknowledgment of Termination (the "Acknowledgment of Termination"). Pursuant to the Acknowledgment of Termination, the parties acknowledged and agreed that effective concurrently with the consummation of the transactions contemplated by the Purchase Agreements, (a) all rights under
Section 3.1 of that certain Omnibus Agreement, dated October 10, 2006, (the "Omnibus Agreement") were waived and (b) the Omnibus Agreement was terminated in all respects.

The description of the Amendment to Surface Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.9 to this Current Report on Form 8-K and is incorporated herein by reference.

Purchase Agreements

The description of the closing of the transactions consummated pursuant to the Purchase Agreements described above under item 1.01 is incorporated in this Item 2.01 by reference. The description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, a copy of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Contribution Agreement

The description of the closing of the transactions consummated pursuant to the Contribution Agreement described above under item 1.01 is incorporated in this Item 2.01 by reference. The description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 17, 2008, the Partnership, BreitBurn Operating and certain of BreitBurn Operating's subsidiaries entered into the First Amendment to Amended and Restated Credit Agreement, Limited Waiver and Consent and First Amendment to Security Agreement (the "Amendment No.1 to Credit Agreement"), with Wells Fargo Bank, National Association, as administrative agent (the "Agent"). Amendment No.1 to Credit Agreement increased the borrowing base available to BreitBurn Operating under the Amended and Restated Credit Agreement, dated November 1, 2007 (the "Credit Agreement"), from $750,000,000 to $900,000,000. In addition, Amendment No. 1 to Credit Agreement enacted certain additional amendments, waivers and consents to the Credit Agreement and the Security Agreement, dated November 1, 2007, among BreitBurn Operating, certain of its subsidiaries and the Agent, necessary to permit the Amendment to First Amended and Restated Limited Partnership Agreement and the transactions consummated pursuant to the Purchase Agreements and the Contribution Agreement, each described above. In addition, Amendment No. 1 to Credit Agreement increased the interest margins applicable to borrowings, the letter of credit fee and the commitment fee under the Credit Agreement by amounts ranging from 12.5 to 25 basis points. On June 17, 2008, after giving effect to the borrowing under the Credit Agreement to finance the transactions contemplated by the Purchase Agreements, as described above, the total amount of indebtedness outstanding under the Credit Agreement was $724 million.

The description of Amendment No. 1 to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 17, 2008, pursuant to the Contribution Agreement, the Partnership issued 19,955 Common Units to BEC in exchange for BEC's 4.45% limited liability company interest in BreitBurn Management.

The securities offered in the private placement have not been registered under the Securities Act of 1933 or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities.

On June 17, 2008, in connection with the closing of the transactions pursuant to the Purchase Agreements, Randall J. Findlay, Grant D. Billing and Thomas W. Buchanan resigned from the Board of Directors of the General Partner. Each of these former directors is a member of the Board of Directors of Provident.

As described above under Item 1.01, after consummation of the transactions pursuant to the Purchase Agreements, the Board of Directors consisted of six directors. The directors of the General Partner as of June 17, 2008 and the Class in which each such director is a member are designated as follows:

John R. Butler, Jr., Class I
Gregory J. Moroney, Class I
Randall H. Breitenbach, Class II
Charles S. Weiss, Class II
David B. Kilpatrick, Class III
Halbert S. Washburn, Class III

Amendment No. 1 to First Amended and Restated Limited Partnership Agreement

The General Partner entered into Amendment No.1 to the First Amended and Restated Agreement of Limited Partnership of the Partnership effective June 17, 2008. The description of Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of the Partnership is incorporated herein by reference from Item 1.01 of this Current Report on Form 8-K.

A copy of Amendment No.1 to the First Amended and Restated Partnership Agreement is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Second Amended and Restated Limited Liability Company Agreement of the General Partner

The Partnership, as sole member of the General Partner, entered into the Second Amended and Restated Limited Liability Company Agreement of the General Partner effective June 17, 2008. The description of the Second Amended and Restated Limited Liability Company Agreement is incorporated herein by reference from Item 1.01 of this Current Report on Form 8-K.

A copy of the Second Amended and Restated Limited Liability Company Agreement of the General Partner is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Exhibit
  No.                                   Description
  3.1      Amendment No. 1 to the First Amended and Restated Limited Partnership
           Agreement
  3.2      Second Amended and Restated Limited Liability Company Agreement of
           BreitBurn GP, LLC
 10.1*     Purchase Agreement, dated June 17, 2008, by and among Pro LP Corp.,
           Pro GP Corp. and BreitBurn Energy Partners L.P.
 10.2*     Purchase Agreement, dated June 17, 2008, by and among Pro LP Corp.,
           Pro GP Corp. and BreitBurn Energy Partners L.P.
  10.3     Contribution Agreement, dated June 17, 2008, by and among BreitBurn
           Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy
           Corporation and BreitBurn Energy Partners L.P.
 10.4*     First Amendment to Amended and Restated Credit Agreement, Limited
           Waiver and Consent and First Amendment to Security Agreement, dated
           June 17, 2008, by and among BreitBurn Operating L.P., BreitBurn Energy
           Partners L.P., BreitBurn Operating L.P.'s Subsidiaries, the Lenders
           named therein and Wells Fargo Bank, National Association, as
           administrative agent for the Lenders.
  10.5     Amended and Restated Administrative Services Agreement, dated June 17,
           2008, between BreitBurn Management Company, LLC and BreitBurn Energy
           Company L.P.
  10.6     Amendment No. 1 to the Operations and Proceeds Agreement, dated June
           17, 2008, between BreitBurn Energy Company L.P. and BreitBurn
           Operating L.P.
  10.7     Amendment No. 1 to the Surface Operating Agreement, dated June 17,
           2008, by and among BreitBurn Energy Company, BreitBurn Energy
           Corporation and BreitBurn Operating L.P.
  10.8     Acknowledgment of Termination, dated June 17, 2008, by and among
           Provident Energy Trust, Pro GP Corp., BreitBurn Energy Company L.P.,
           BreitBurn GP, LLC and BreitBurn Energy Partners L.P.