8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

October 7, 2011(October 5, 2011)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-33055 (Commission File Number) 74-3169953 (I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(213) 225-5900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01  Completion of Acquisition or Disposition of Assets.

On October 6, 2011, BreitBurn Energy Partners L.P. (the “Partnership”), completed  the previously announced acquisition by BreitBurn Operating L.P. (“BreitBurn Operating”), a wholly owned subsidiary of the Partnership, of  certain assets  (the “Cabot Assets”) from Cabot Oil & Gas Corporation (“Cabot”).

The Cabot Assets acquired by BreitBurn Operating under the Asset Purchase Agreement (the “Purchase Agreement”) with Cabot consist of oil and gas properties which are approximately 95% natural gas reserves and are located primarily in the Evanston and Green River Basins of Southwest Wyoming. The Cabot Assets also include limited acreage and non-operated oil and gas interests in Colorado and Utah.  Pursuant to the terms and conditions of the Purchase Agreement, BreitBurn Operating completed the acquisition of the Cabot Assets in exchange for $283 million in cash, subject to ordinary adjustments (the “Cabot Acquisition”).  The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, previously filed on July 29, 2011 as Exhibit 10.1 to our Current Report on Form 8-K.

Item 7.01  Regulation FD Disclosure.

      On October 6, 2011, the Partnership issued a press release announcing the completion of the Cabot Acquisition.  A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein solely for the purposes of this Item 7.01 disclosure.

The information set forth in this Current Report on Form 8-K provided under Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 8.01  Other Events.

In connection with the completion of the Cabot Acquisition, the Partnership is providing the following updated disclosure with respect to the Partnership’s bank credit facility.

Fourth Amendment to Bank Credit Facility

On October 5, 2011, the Partnership entered into the Fourth Amendment (the “Fourth Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated May 7, 2010, with BreitBurn Operating as borrower, and the Partnership and its wholly-owned subsidiaries, as guarantors, for a four-year, $1.5 billion revolving credit facility with Wells Fargo Bank, N.A., as Administrative Agent, Swing Line Lender and Issuing Lender and a syndicate of banks.   The Fourth Amendment provides for an increase in the volume of permitted gas imbalances under the Credit Agreement from 300,000 Mcf to 1,000,000 Mcf.

The description of the Fourth Amendment set forth above in this Current Report is qualified in its entirety by reference to the Fourth Amendment, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(a)   Financial statements of businesses acquired.

The unaudited statements of revenue and direct operating expenses for the Cabot Assets for the six months ended June 30, 2011 and 2010, and the audited statements of revenue and direct operating expenses for the Cabot Assets for the years ended December 31, 2010 and 2009, and the related notes thereto, are attached hereto as Exhibit 99.2.

(b)  Pro forma financial information.

The unaudited pro forma combined balance sheet of the Partnership as of June 30, 2011 and the unaudited pro forma combined statements of operations for the year ended December 31, 2010 and for the six months ended June 30, 2011 and the related notes thereto, which give effect to the Cabot Acquisition, are attached hereto as Exhibit 99.3.

(d)  Exhibits.

Exhibit No.	Exhibit Description
10.1	Fourth Amendment dated October 5, 2011 to the Second Amended and Restated Credit Agreement dated May 7, 2010.
23.1	Consent of PricewaterhouseCoopers LLP
99.1	BreitBurn Energy Partners L.P. press release dated October 6, 2011 announcing completion of the Cabot Acquisition.
99.2	Unaudited statements of revenue and direct operating expenses for the Cabot Assets for the six months ended June 30, 2011 and 2010, and the audited statements of revenue and direct operating expenses for the Cabot Assets for the years ended December 31, 2010 and 2009, and the related notes thereto.
99.3	Unaudited pro forma combined balance sheet of the Partnership as of June 30, 2011 and the unaudited pro forma combined statements of operations for the six months ended June 30, 2011 and the year ended December 31, 2010 and the related notes thereto, which give effect to the Cabot Acquisition.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.
	By:	BREITBURN GP, LLC,
		its general partner
Dated: October 7, 2011	By:	/s/ Halbert S. Washburn
		Halbert S. Washburn
		Chief Executive Officer

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of October 5, 2011, by and among BREITBURN OPERATING L.P., a Delaware limited partnership (the “Company”), BREITBURN ENERGY PARTNERS L.P., as Parent Guarantor (“Parent”), BreitBurn GP, LLC (the “Parent GP”), BreitBurn Operating GP, LLC (the “General Partner”) the Subsidiaries of the Parent and/or the Company, as guarantors (the “Subsidiary Guarantors”, and together with the Parent, the Parent GP, and the General Partner, the “Guarantors”), the Lenders (defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity “Administrative Agent”).  Capitalized terms used in this Amendment, and not otherwise defined in this Amendment, have the meanings assigned thereto in the Credit Agreement defined below.

WITNESSETH:

WHEREAS, the Company, the Guarantors, Administrative Agent, Issuing Lender and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of May 7, 2010 as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Consent and First Amendment to Security Agreement dated as of September 17, 2010, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 9, 2011, and that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of August 3, 2011 (as further amended, modified or restated from time to time, the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the Company upon the terms and conditions set forth therein; and

WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, subject to the terms hereof, the undersigned Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:

SECTION 1.        Amendment to Credit Agreement.  Effective as of the Amendment Effective Date, Section 6.12 of the Credit Agreement is hereby amended by deleting “300,000 Mcf” and replacing it with “1,000,000 Mcf”.

SECTION 2.        Guarantor Confirmation.

(a)           The Guarantors hereby consent and agree to this Amendment and each of the transactions contemplated thereby and hereby.

Fourth Amendment

(b)           The Company and each of the Guarantors ratifies and confirms the debts, duties, obligations, liabilities, rights, titles, pledges, grants of security interests, liens, powers, and privileges existing by virtue of the Loan Documents to which it is a party.

(c)           The Company and each of the Guarantors agrees that the guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Security Agreements and Guaranties to which it is a party, are not impaired, released, diminished or reduced in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all Obligations.

(d)           The Company and each of the Guarantors acknowledges and agrees that all terms, provisions, and conditions of the Loan Documents to which it is a party (as amended by this Amendment) shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.

SECTION 3.       Conditions of Effectiveness.  This Agreement and the amendments and consent shall become effective as of the date first set forth above (the “Amendment Effective Date”), provided that the following conditions shall have been satisfied:

(a)          Amendment. The Administrative Agent shall have received a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Majority Lenders, the Company, and the Guarantors (which may be by telecopy or PDF transmission).

(b)          No Default; Representations and Warranties; No Material Adverse Effect. As of the Amendment Effective Date:

(i) the representations and warranties of the Company and the Guarantors in Article VI of the Credit Agreement and in the other Loan Documents as amended hereby shall be true and correct in all material respects (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in Sections (a) and (b) of Section 6.14 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement);

(ii) no Default or Event of Default shall exist; and

(iii) since December 31, 2010, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

(c)           Payment of Fees.  Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses owed pursuant to this Amendment to the extent then due and payable on the Amendment Effective Date.

(d)           Additional Documents. Such other documents, in form and substance satisfactory to Administrative Agent, as the Administrative Agent may reasonably request.

SECTION 4.       Representations and Warranties.  Each of the Company and the Parent represents and warrants to Administrative Agent and the Lenders, with full knowledge that such Persons are relying on the following representations and warranties in executing this Amendment, as follows:

Fourth Amendment

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(a)           It has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken.

(b)           The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to the Administrative Agent and the Lenders in connection with this Amendment to which it is a party constitute the legal, valid and binding obligations of it, to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(c)           This Amendment does not and will not violate any provisions of any of the Organization Documents of the Company.

(d)           No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment.

(e)           After giving effect to this Amendment no Default or Event of Default will exist, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto are true and correct in all material respects on and as of this date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

SECTION 5.        Reference to and Effect on the Credit Agreement.

(a)           Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

(b)           Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 6.       Costs and Expenses.  The Company agrees to pay all reasonable legal fees and expenses incurred by Administrative Agent in connection with the preparation, execution and delivery of this Amendment.

SECTION 7.       Extent of Amendments.  Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are not amended, modified or affected by this Amendment.  Each of the Company and the Parent hereby ratifies and confirms that (i) except as expressly amended hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment and remain in full force and effect.

SECTION 8.       Loan Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms.  This Amendment is a Loan Document.

Fourth Amendment

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SECTION 9.       Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, each of the Company and the Parent represents and warrants that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff to the payment of any Indebtedness of the Company or the Parent to Administrative Agent, Issuing Lender or any Lender.

SECTION 10.     Execution and Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart.

SECTION 11.     Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States of America.

SECTION 12.     Headings.  Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 13.    NO ORAL AGREEMENTS.  THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE COMPANY, THE GUARANTORS, ADMINISTRATIVE AGENT, ISSUING LENDER AND/OR LENDERS REPRESENT THE FINAL AGREEMENT BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

SECTION 14.     No Waiver.  Each of the Company and the Parent hereby agrees that no Event of Default and no Default has been waived or remedied by the execution of this Amendment by the Administrative Agent or any Lender.  Nothing contained in this Amendment nor any past indulgence by the Administrative Agent, Issuing Lender or any Lender, nor any other action or inaction on behalf of the Administrative Agent, Issuing Lender or any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist under the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute an election of remedies by the Administrative Agent, Issuing Lender or any Lender, or a waiver of any of the rights or remedies of the Administrative Agent, Issuing Lender or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity.

[Signature Pages Follow]

Fourth Amendment

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

THE COMPANY:
BREITBURN OPERATING L.P.,
a Delaware limited Partnership
By: BREITBURN OPERATING GP, LLC, its general partner
By:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	President
PARENT:
BREITBURN ENERGY PARTNERS L.P.,
a Delaware limited partnership,
By:  BREITBURN GP, LLC, its general partner
By:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	President
PARENT GP:
BREITBURN GP, LLC,
a Delaware limited partnership,
By:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	President
GENERAL PARTNER:
BREITBURN OPERATING GP, LLC,
a Delaware limited partnership,
By:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	President

Signature Page to Fourth Amendment

SUBSIDIARY GUARANTORS:
BREITBURN FINANCE CORPORATION
a Delaware corporation
By:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	Co-Chief Executive Officer
BREITBURN MANAGEMENT COMPANY, LLC
a Delaware limited liability company
By:	/s/ Randall H. Breitenbach
	Randall H. Breitenbach
	President
ALAMITOS COMPANY,
a California corporation
By:	/s/ Randall H. Breitenbach
	Randall H. Breitenbach
	Co-President
BREITBURN FLORIDA LLC,
a Delaware limited liability company
By:	BreitBurn Operating L.P.,
	its sole member

	By:	BreitBurn Operating GP, LLC
		its general partner
	By:	/s/ Randall H. Breitenbach
	Name:	Randall H. Breitenbach
	Title:	President
BREITBURN FULTON LLC,
a Delaware limited liability company
By:	/s/ Bruce D. McFarland
	Bruce D. McFarland
	Secretary

Signature Page to Fourth Amendment

BEAVER CREEK PIPELINE, L.L.C.,
a Michigan limited liability company,
GTG PIPELINE LLC, a Virginia limited liability company,
MERCURY MICHIGAN COMPANY, LLC,
a Michigan limited liability company,
TERRA ENERGY COMPANY LLC,
a Michigan limited liability company, and
TERRA PIPELINE COMPANY LLC,
a Michigan limited liability company
Each by:	/s/ Randall H. Breitenbach
Name:	Randall H. Breitenbach
Title:	Co-Chief Executive Officer
PHOENIX PRODUCTION COMPANY,
a Wyoming corporation and
PREVENTIVE MAINTENANCE SERVICES LLC,
a Colorado limited liability company
By:	/s/ Bruce D. McFarland
	Bruce D. McFarland,
	Treasurer

Signature Page to Fourth Amendment

WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and a Lender
By:	/s/ Richard Gould
	Richard Gould
	Managing Director
The Bank of Nova Scotia,
As a Lender
By:	/s/ John Frazell
Name: John Frazell
Title: Director
CREDIT SUISSE AG
CAYMAN ISLANDS BRANCH,
As a Lender
By:	/s/ Nupur Kumar
Name: Nupur Kumar
Title: Vice President
By:	/s/ Michael D. Spaight
Name: Michael D. Spaight
Title: Associate
BARCLAYS BANK PLC,
As a Lender
By:	/s/ Vanessa A. Kurbatskiy
Name: Vanessa A. Kurbatskiy
Title: Vice President
BNP Paribas,
As a Lender
By:	/s/ Courtney Kubesch
Name: Courtney Kubesch
Title: Vice President
By:	/s/ Richard Hawthorne
Name: Richard Hawthorne
Title: Director

Signature Page to Fourth Amendment

Toronto Dominion (Texas) LLC,
As a Lender
By:	/s/ Vicki Ferguson
Name: Vicki Ferguson
Title: Manager, Corp. Lending
The Royal Bank of Scotland plc,
As a Lender
By:	/s/ Sanjay Renond
Name: Sanjay Renond
Title: Authorized Signatory
U.S. Bank National Association,
As a Lender
By:	/s/ Daniel K. Hansen
Name: Daniel K. Hansen
Title: Vice President
Royal Bank of Canada,
As a Lender
By:	/s/ Jason Yock
Name: Jason Yock
Title: Authorized Signatory
Bank of Montreal,
As a Lender
By:	/s/ Joe Bliss
Name: Joe Bliss
Title: Managing Director
Citibank N.A.,
As a Lender
By:	/s/ John F. Miller
Name: John F. Miller
Title: Attorney-In-Fact

Signature Page to Fourth Amendment

Bank of Scotland plc,
As a Lender
By:	/s/ Karen Weich
Name: Karen Weich
Title: Vice President
Union Bank, N.A.,
As a Lender
By:	/s/ Douglas Gale
Name: Douglas Gale
Title: Vice President

Signature Page to Fourth Amendment

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-149190), Form S-3 (File No. 333-159888), Form S-3/A (No. 333-153579) and Form S-4 (No. 333-171773) of BreitBurn Energy Partners L.P. of our report dated October 6, 2011 relating to the Statements of Revenues and Direct Operating Expenses of the Acquired Properties, which appears in this Current Report on Form 8-K.

PricewaterhouseCoopers LLP

Houston, Texas

October 6, 2011

EX-99.1

Exhibit 99.1

BreitBurn Energy Partners L.P. Announces Closing of

Acquisition of Producing Gas and Oil Assets in the Evanston and Green River Basins from Cabot Oil and Gas Corporation for $283 Million

LOS ANGELES, October 6, 2011 — BreitBurn Energy Partners L.P. (the “Partnership”) (NASDAQ:BBEP) announced today that it has completed the acquisition of producing gas and oil properties primarily in Wyoming from Cabot Oil and Gas Corporation for $283 million, subject to customary post-closing adjustments. The transaction was funded with borrowings under the Partnership’s existing bank credit facility. Further, no material preferential rights were exercised as part of the acquisition.

Highlights of the acquisition include: reserves comprising approximately 95% natural gas; estimated proved reserves of approximately 230 Bcfe, including approximately 136 Bcfe of estimated proved developed producing reserves; net expected production averaging more than 30 MMcfe per day for 2012; approximately 620 producing wells in 16 fields; over 90 proven, undeveloped drilling locations and more than 600 additional potential drilling locations; estimated reserve life index of approximately 21 years on estimated proved reserves and 12 years on estimated proved developed reserves; low lifting costs of approximately $0.83 per Mcfe; and high Btu content ranging from 1,000 to 1,300 MMbtu per estimated Mcfe. In the acquisition, the Partnership acquired approximately 255,000 gross (approximately 125,000 net) acres as follows (all acreage numbers are approximate):

— Wyoming; 238,000 gross acres, 111,500 net

— Colorado: 15,000 gross, 13,000 net

— Utah: 2,000 gross, 500 net

Immediately following execution of the definitive purchase agreement in late July, the Partnership entered into natural gas hedges for the period covering 2011 through 2015 on approximately 30.5 million MMbtu at a weighted average price of $5.11 per MMbtu.

About BreitBurn Energy Partners L.P.

BreitBurn Energy Partners L.P. is a publicly traded independent oil and gas limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties. The Partnership’s producing and non-producing crude oil and natural gas reserves are located in Northern Michigan, the Los Angeles Basin in California, the Wind River and Big Horn Basins in central Wyoming, Green River and Evanston Basins of eastern Wyoming, the Sunniland Trend in Florida, and the New Albany Shale in Indiana and Kentucky. See www.BreitBurn.com for more information.

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Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to BreitBurn’s operations that are based on management’s current expectations, estimates and projections about its operations. Words and phrases such as “believe,” “future,” “expected,” “estimated”, “continue,” “will be,” “pursue,” “accelerate” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These include risks relating to the Partnership’s financial performance and results, availability of sufficient cash flow to execute our business plan, prices and demand for natural gas and oil, increases in operating costs, our ability to replace reserves and efficiently develop our current reserves, political and regulatory developments relating to taxes, derivatives and our oil and gas operations, and the factors set forth under the heading “Risk Factors” incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2011, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, BreitBurn undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

Investor Relations Contacts:

James G. Jackson

Executive Vice President and Chief Financial Officer

(213) 225-5900 x273

or

Jessica Tang

Investor Relations

(213) 225-5900 x210

BBEP-IR

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EX-99.2

Exhibit 99.2

The Acquired Properties

Statement of Revenues and Direct Operating Expenses

For the Years Ended December 31, 2010 and 2009 (Audited)

For the Six Months Ended June 30, 2011 and 2010 (Unaudited)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Cabot Oil & Gas Corporation:

In our opinion, the accompanying statements of revenues and direct operating expenses present fairly, in all material respects, the revenues and direct operating expenses of the Acquired Properties described in Note 1 for the years ended December 31, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Cabot Oil & Gas Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements reflect the revenues and direct operating expenses of the Acquired Properties as described in Note 1 and are not intended to be a complete presentation of the financial position, results of operations or cash flows of the Acquired Properties.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

October 6, 2011

  

The Acquired Properties

Statement of Revenues and Direct Operating Expenses

	Year Ended				Six Months Ended
	December 31,				June 30,
(in thousands)	2010		2009		2011		2010
					(Unaudited)
Revenues	$	54,138	$	47,414	$	27,391	$	29,414
Direct operating expenses		17,928		17,481		7,753		8,971
Excess of revenues over direct operating expenses	$	36,210	$	29,933	$	19,638	$	20,443

 

See accompanying notes to the Statement of Revenues and Direct Operating Expenses.

The Acquired Properties

Notes to Statement of Revenues and Direct Operating Expenses

1.     Properties and Basis of Presentation

The accompanying statement represents the interest in the revenue and direct operating expenses of the oil and natural gas producing properties acquired by BreitBurn Operating L.P. (the “Company”) from Cabot Oil & Gas Corporation (“Cabot”) on July 26, 2011 for $285 million, subject to customary closing conditions and adjustments. The properties are referred to herein as the “Acquired Properties”.

The statement of revenues and direct operating expenses for the years ended December 31, 2010 and 2009 have been derived from Cabot’s historical financial records. Revenues and direct operating expenses included in the accompanying statement represent the Company’s acquired interest in the Acquired Properties and are prepared on an accrual basis of accounting. Oil, gas and condensate revenues are recognized when production is sold to a purchaser at a fixed or determinable price, when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Revenues are reported net of overriding and other royalties due to third parties. Direct operating expenses include lease and well repairs, production taxes, gathering and transportation, maintenance, utilities, payroll and other direct operating expenses. Production taxes for the years ended December 31, 2010 and 2009 were $6.2 million and $5.7 million, respectively.

During the periods presented, the Acquired Properties were not accounted for as a separate entity and are not indicative of the financial condition or results of operations of the Acquired Properties going forward. Certain costs such as depreciation, depletion and amortization, accretion of asset retirement obligations, general and administrative expenses, interest expense and corporate income taxes were not allocated to the Acquired Properties.

The accompanying statement of revenues and direct operating expenses for the six months ended June 30, 2011 and 2010 are unaudited. The unaudited interim statement of revenues and direct operating expenses have been derived from Cabot’s historical financial records and prepared on the same basis as the annual statement of revenues and direct operating expenses. In the opinion of management, such unaudited interim statements reflect all adjustments necessary to fairly state the excess of revenue over direct operating expenses of the Acquired Properties for the six months ended June 30, 2011 and 2010.

2.     Omitted Financial Information

Historical financial statements reflecting financial position, results of operations and cash flows required by accounting principles generally accepted in the United States of America are not presented as such information is not available on an individual property basis, nor is it practicable to obtain such information in these circumstances. Accordingly, the statement of revenues and direct operating expenses is presented in lieu of the financial statements required under Rule 3-01 and Rule 3-02 of the Securities and Exchange Commission’s Regulation S-X. The results set forth in these financial statements may not be representative of future operations.

3.    Supplemental Oil and Gas Reserve Information (Unaudited)

Estimated Quantities of Proved Oil and Natural Gas Reserves — Unaudited

The following tables summarize the net ownership interests in estimated quantities of proved and proved developed oil and natural gas reserves of the Acquired Properties at December 31, 2009 and 2010, estimated by the Company’s petroleum engineers, and the related summary of changes in estimated quantities of net remaining proved reserves during the year.

Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under existing economic and operating conditions (i.e., prices and costs) existing at the time the estimate was made. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells and equipment in place and under operating methods being utilized at the time the estimates were made.

The Acquired Properties

Notes to Statement of Revenues and Direct Operating Expenses — (Continued)

	Natural Gas			Oil
	(Mmcf)			(MBbls)
Proved reserves at January 1, 2009		248,327			1,568
Production in 2009		(13,095	)		(99	)
Revisions to reserves in 2009		(37,628	)		(355	)
Proved reserves at December 31, 2009		197,604			1,114
Production in 2010		(11,859	)		(81	)
Revisions to reserves in 2010		(14,611	)		58
Proved reserves at December 31, 2010		171,134			1,091
	Natural Gas			Oil
	(Mmcf)			(MBbls)
Proved developed reserves at January 1, 2009		180,509			1,289
Proved developed reserves at December 31, 2009		156,139			978
Proved developed reserves at December 31, 2010		154,247			1,070
Proved undeveloped reserves at January 1, 2009		67,818			279
Proved undeveloped reserves at December 31, 2009		41,465			136
Proved undeveloped reserves at December 31, 2010		16,887			21

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves — Unaudited

The following tables set forth the computation of the standardized measure of discounted future net cash flows (the “Standardized Measure”) relating to proved reserves and the changes in such cash flows of the Acquired Properties in accordance with the Financial Accounting Standards Board’s (“FASB”) authoritative guidance related to disclosures about oil and gas producing activities. The Standardized Measure is the estimated net future cash inflows from proved reserves less estimated future production and development costs, estimated plugging and abandonment costs, estimated future income taxes and a discount factor. Production costs do not include depreciation, depletion and amortization of capitalized acquisition, exploration and development costs. Future cash inflows represent expected revenues from production of period-end quantities of proved reserves based on the 12-month average oil and gas index, calculated as the unweighted arithmetic average of the first day of the month price for each month during the year, as prescribed by Accounting Standards Codification (“ASC”) 932. Estimated future production costs related to period-end reserves are based on period-end costs. Such costs include, but are not limited to, production taxes and direct operating costs. Inflation and other anticipatory costs are not considered until the actual cost change takes effect. In accordance with the FASB’s authoritative guidance, a discount rate of 10% is applied to the annual future net cash flows.

The average prices (adjusted for basis and quality differentials) related to proved reserves at December 31, 2010 and 2009 for natural gas ($ per Mcf) were $4.06 and $3.09, respectively, and for oil ($ per Bbl) were $69.18 and $51.52, respectively. Future cash inflows were reduced by estimated future development, and production costs based on year-end costs resulting in net cash flow before tax. Future income tax expense was computed by applying year end statutory tax rates to future pretax cash flows, less the tax basis of the properties involved.

The Standardized Measure is not intended to be representative of the fair market value of the proved reserves. The calculations of revenues and costs do not necessarily represent the amounts to be received or expended. Accordingly, the estimates of future net cash flows from proved reserves and the present value thereof may not be materially correct when judged against actual subsequent results. Further, since prices and costs do not remain static, and no price or cost changes have been considered, and future production and development costs are estimates to be incurred in developing and producing the estimated proved oil and gas reserves, the results are not necessarily

The Acquired Properties

Notes to Statement of Revenues and Direct Operating Expenses — (Continued)

indicative of the fair market value of estimated proved reserves, and the results may not be comparable to estimates disclosed by other oil and gas producers.

	December 31,
(In thousands)	2010			2009
Future Cash Inflow	$	770,573		$	668,971
Future Production Costs		(314,181	)		(292,936	)
Future Development Costs		(56,830	)		(83,290	)
Future Income Tax Expenses		(129,189	)		(88,506	)
Future Net Cash Flows		270,373			204,239
10% Annual Discount for Estimated Timing of Cash Flows		(139,647	)		(107,981	)
Standardized Measure of Discounted Future Net Cash Flows		130,726			96,258

 

Changes in the Standardized Measure (in thousands) of the Acquired Properties are as follows:

	Year Ended December 31,
	2010			2009
Beginning of Year	$	96,258		$	216,902
Net Changes in Prices & Production Costs		96,474			(151,730	)
Accretion of Discount		12,662			30,266
Revisions of Previous Quantity Estimates		(14,827	)		(24,641	)
Sales & Transfers, Net of Production Costs		(36,210	)		(29,933	)
Net Changes in Income Taxes		(23,631	)		55,394
End of Year	$	130,726		$	96,258

EX-99.3

EXHIBIT 99.3

BREITBURN ENERGY PARTNERS L.P.

	Page
Unaudited Pro Forma Combined Balance Sheet as of June 30, 2011	1
Unaudited Pro Forma Combined Statement of Operations for the six months ended June 20, 2011	2
Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2010	3
Notes to Unaudited Pro Forma Combined Financial Statements	4

BreitBurn Energy Partners L.P. and Subsidiaries

Unaudited Pro Forma Combined Balance Sheet

As of June 30, 2011

	BreitBurn						BreitBurn
	Energy			Pro Forma			Energy
	Partners L.P.			Adjustments			Partners L.P.
Thousands of dollars	Historical			(Note 3)			Pro Forma
ASSETS
Current assets
Cash	$	2,747		$	281,392	(a)	$	284,139
					(281,392	)(a)		(281,392	)
Accounts and other receivables, net		50,450			-			50,450
Derivative instruments		51,266			-			51,266
Related party receivables		2,632			-			2,632
Inventory		7,342			-			7,342
Prepaid expenses		6,344			-			6,344
Total current assets		120,781			-			120,781
Equity investments		7,541			-			7,541
Property, plant and equipment
Oil and gas properties		2,169,988			295,088	(b)		2,465,076
Other assets		11,702			-			11,702
		2,181,690			295,088			2,476,778
Accumulated depletion and depreciation		(469,594	)		-			(469,594	)
Net property, plant and equipment		1,712,096			295,088			2,007,184
Other long-term assets
Derivative instruments		19,400			-			19,400
Other long-term assets		19,314			1,413	(b)		20,727
Total assets	$	1,879,132		$	296,501		$	2,175,633
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	27,924		$	-		$	27,924
Derivative instruments		39,659			-			39,659
Revenue and royalties payable		17,534			798	(b)		18,332
Salaries and wages payable		6,730			-			6,730
Accrued liabilities		11,256			-			11,256
Total current liabilities		103,103			798			103,901
Credit facility		127,000			281,392	(a)		408,392
Senior notes, net		300,364			-			300,364
Deferred income taxes		1,571			-			1,571
Asset retirement obligation		46,402			10,845	(b)		57,247
Derivative instruments		66,572			-			66,572
Other long-term liabilities		2,055			3,466	(b)		5,521
Total liabilities		647,067			296,501			943,568
Equity
Partners’ equity		1,231,617			-			1,231,617
Noncontrolling interest		448			-			448
Total equity		1,232,065			-			1,232,065
Total liabilities and equity	$	1,879,132		$	296,501		$	2,175,633

See the accompanying notes to the unaudited pro forma combined financial statements.

1

BreitBurn Energy Partners L.P. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

For the Six Months Ended June 30, 2011

	BreitBurn									BreitBurn
	Energy			Cabot Assets			Pro Forma			Energy
	Partners L.P.			Historical			Adjustments			Partners L.P.
Thousands of dollars, except per unit amounts	Historical			(Note 4)			(Note 4)			Pro Forma
Revenues and other income items
Oil, natural gas and natural gas liquid sales	$	187,317		$	27,391	(a)	$	225	(b)	$	214,933
Gain (loss) on commodity derivative instruments, net		(59,694	)		-			-			(59,694	)
Other revenue, net		2,041			-			-			2,041
Total revenues and other income items		129,664			27,391			225			157,280
Operating costs and expenses
Operating costs		73,019			7,753	(a)		648	(c)		81,420
Depletion, depreciation and amortization		49,666			-			7,538	(d)		57,204
General and administrative expenses		24,127			-			1,455	(c)		25,582
Loss on sale of assets		54			-			-			54
Total operating costs and expenses		146,866			7,753			9,641			164,260
Operating income (loss)		(17,202	)		19,638			(9,416	)		(6,980	)
Interest expense, net of capitalized interest		18,500			-			3,186	(e)		21,686
Loss on interest rate swaps		1,877			-			-			1,877
Other (income) expense, net		(3	)		-			-			(3	)
Income (loss) before taxes		(37,576	)		19,638			(12,602	)		(30,540	)
Income tax expense (benefit)		(386	)		-			-			(386	)
Net income (loss)		(37,190	)		19,638			(12,602	)		(30,154	)
Less: Net income attributable to noncontrolling interest		(102	)		-			-			(102	)
Net income (loss) attributable to the partnership	$	(37,292	)	$	19,638		$	(12,602	)	$	(30,256	)
Basic net income (loss) per unit	$	(0.64	)							$	(0.52	)
Diluted net income (loss) per unit	$	(0.64	)							$	(0.52	)

See the accompanying notes to the unaudited pro forma combined financial statements.

2

BreitBurn Energy Partners L.P. and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2010

	BreitBurn									BreitBurn
	Energy			Cabot Assets			Pro Forma			Energy
	Partners L.P.			Historical			Adjustments			Partners L.P.
Thousands of dollars, except per unit amounts	Historical			(Note 4)			(Note 4)			Pro Forma
Revenues and other income items:
Oil, natural gas and natural gas liquid sales	$	317,738		$	54,138	(a)	$	411	(b)	$	372,287
Gain (loss) on commodity derivative instruments, net		35,112			-			-			35,112
Other revenue, net		2,498			-			-			2,498
Total revenues and other income items		355,348			54,138			411			409,897
Operating costs and expenses:
Operating costs		142,525			17,928	(a)		1,297	(c)		161,750
Depletion, depreciation and amortization		102,758			-			16,995	(d)		119,753
General and administrative expenses		44,907			-			2,910	(c)		47,817
Loss on sale of assets		14			-			-			14
Unreimbursed litigation costs		1,401			-			-			1,401
Total operating costs and expenses		291,605			17,928			21,202			330,735
Operating income (loss)		63,743			36,210			(20,791	)		79,162
Interest expense, net of capitalized interest		24,552			-			7,058	(e)		31,610
Loss on interest rate swaps		4,490			-			-			4,490
Other income, net		(8	)		-			-			(8	)
Income (loss) before taxes		34,709			36,210			(27,849	)		43,070
Income tax expense (benefit)		(204	)		-			-			(204	)
Net income (loss)		34,913			36,210			(27,849	)		43,274
Less: Net income attributable to noncontrolling interest		(162	)		-			-			(162	)
Net income (loss) attributable to the partnership	$	34,751		$	36,210		$	(27,849	)	$	43,112
Basic net income (loss) per unit	$	0.61								$	0.76
Diluted net income (loss) per unit	$	0.61								$	0.76

See the accompanying notes to the unaudited pro forma combined financial statements.

3

Notes to the Unaudited Pro Forma Combined Financial Statements

1.   General

BreitBurn Energy Partners L.P. is a Delaware limited partnership formed on March 23, 2006.  BreitBurn Energy Partners L.P. completed its initial public offering in October 2006.  References in this filing to “the Partnership,” “we,” “our,” “us” or like terms refer to BreitBurn Energy Partners L.P. and its subsidiaries.

We are an independent oil and gas partnership focused on the acquisition, exploitation and development of oil and gas properties in the United States.

On October 6, 2011, BreitBurn Operating L.P. (“BreitBurn Operating”), our wholly owned subsidiary, completed the acquisition of certain assets (the “Cabot Assets”), effective September 1, 2011, from Cabot Oil & Gas Corporation (“Cabot”) for $285 million less $2 million in adjustments, subject to further ordinary adjustments, resulting in a net cash exchange of $283 million (the “Cabot Acquisition”).  The Cabot Assets consist of oil and natural gas properties which are approximately 95% natural gas reserves and are located primarily in the Evanston and Green River Basins of Southwest Wyoming. The Cabot Assets also include limited acreage and non-operated oil and natural gas interests in Colorado and Utah.

2.   Basis of Presentation

The Partnership’s unaudited pro forma combined balance sheet has been presented to show the effect as if the Cabot Acquisition had occurred on June 30, 2011.

The unaudited pro forma combined statements of operations for the six months ending June 30, 2011 and the year ended December 31, 2010 have been presented based on the individual statements of operations of the Partnership, and reflect the pro forma operating results attributable to the Cabot Assets as if the acquisition and the related transactions had occurred on January 1, 2010.

Pro forma data is based on currently available information and certain estimates and assumptions as explained in the notes to the unaudited pro forma combined financial statements.  Pro forma data is not necessarily indicative of the financial results that would have been attained had the acquisition occurred on January 1, 2010.  As actual adjustments may differ from the pro forma adjustments, the pro forma amounts presented should not be viewed as indicative of operations in future periods.  The accompanying unaudited pro forma combined financial statement of the Partnership should be read in conjunction with our Quarterly Report on Form 10-Q for the six months ended June 30, 2010 and our Annual Report on Form 10-K for the year ended December 31, 2010.

3.   Pro Forma Adjustments to the Unaudited Combined Balance Sheet

Pro forma adjustments to the Unaudited Combined Balance Sheet for the period ending June 30, 2011 reflect the acquisition and the preliminary purchase price allocations for the Cabot Assets, assuming borrowings were made under our Second Amended and Restated Credit Agreement.

The preliminary purchase price allocations are based on preliminary reserve reports, quoted market prices and estimates by management.  To estimate the fair values of acquired oil and gas reserves, we utilized our reserve engineers’ estimates of oil and natural gas proved reserves to arrive at estimates of future cash flows net of operating and development costs.  The estimated future net cash flows were discounted at a weighted average cost of capital.

The preliminary purchase price allocation is subject to final closing adjustments.  We expect to finalize the purchase price allocation within one year of the acquisition date.

4

(a) The preliminary purchase price of $281 million was made with borrowings under our Second Amended and Restated Credit Agreement.

Thousands of dollars
Initial purchase price	$	283,092
Estimated pending closing adjustments		(1,700	)
Total purchase price	$	281,392

(b) The preliminary allocation of the purchase price for the Cabot Assets is summarized below:

Thousands of dollars
Oil and gas properties	$	295,088
Other long-term assets		1,413
Revenue and royalties payable		(798	)
Asset retirement obligation		(10,845	)
Other long-term liabilities		(3,466	)
	$	281,392

4.  Pro Forma Adjustments to the Unaudited Combined Statement of Operations

Pro forma adjustments to the Consolidated Statement of Operations for the six months ended June 30, 2011 and the year ended December 31, 2010 assume the acquisition was consummated on January 1, 2010.

The unaudited pro forma combined statements of operations have been adjusted as follows:

(a) Record revenue and direct operating expenses for the Cabot Assets derived from Cabot’s historical financial records.

For the six months ended June 30, 2011, $27.4 million of revenue and $7.8 million of direct operating expenses.

For the year ended December 31, 2010, $54.1 million of revenue and $17.9 million of direct operating expenses.

(b) Cabot applies the sales method of accounting for natural gas revenues while we apply the entitlement method.  Under the sales method, revenues are recognized based on the actual volume of natural gas sold to purchasers.  Natural gas production operations may include joint owners who take more or less than the production volumes entitled to them on certain properties. Production volume is monitored to minimize these natural gas imbalances.  A natural gas imbalance liability is recorded at the actual price realized upon the gas sale if it is determined that the excess taken of natural gas exceeds the estimated remaining proved developed reserves for the properties.  Under the entitlement method of accounting, we pay joint owners for their working interest shares of natural gas sold.  As a result, we do not have natural gas producer imbalance positions.

Record adjustment to reflect natural gas sales revenue for the Cabot Assets under the entitlement method:

For the six months ended June 30, 2011, $0.2 million increase in revenue.

For the year ended December 31, 2010, $0.4 million increase in revenue.

(c) Record estimated incremental G&A expense and regional operation management costs which the Partnership expects to incur for the newly acquired assets based on our evaluation of the number of employees needed to support and manage the properties.

For the six months ended June 30, 2011, $1.5 million of G&A expense and $0.6 million of regional operation management costs (reflected on the operating costs row of the Statement of Operations).

5

For the year ended December 31, 2010, $2.9 million of G&A expense and $1.3 million of regional operation management costs (reflected on the operating costs row of the Statement of Operations).

(d) Record incremental depletion, depreciation and accretion expense related to the acquired depletable and depreciable assets.

For the six months ended June 30, 2011, $7.5 million.

For the year ended December 31, 2010, $17.0 million.

 (e) Add interest expense associated with bank debt of approximately $281 million incurred to fund the Cabot Acquisition; the assumed variable interest rate was 2.283% and 2.508% for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively.  If the variable interest rate increased or decreased by 0.125% in the future, the annual pro forma interest expense would increase or decrease by approximately $0.4 million.

For the six months ended June 30, 2011, $3.2 million.

For the year ended December 31, 2010, $7.1 million.

5. Supplemental Oil and Gas Information (Unaudited)

The following table sets forth certain unaudited pro forma information regarding estimates of the Partnership’s proved crude oil and natural gas reserves for the year ended December 31, 2010, giving effect to the Cabot Acquisition as if it had occurred on January 1, 2010.  Because oil reserve estimates are inherently imprecise and require extensive judgments of reservoir engineering data, they are generally less precise than estimates made in conjunction with financial disclosures.

	BreitBurn Energy Partners L.P.									Cabot Assets									BreitBurn Energy Partners L.P.
	Historical									Historical									Pro Forma
	Total			Oil			Gas			Total			Oil			Gas			Total			Oil			Gas
	(MBoe)			(MBbl)			(MMcf)			(MBoe)			(MBbl)			(MMcf)			(MBoe)			(MBbl)			(MMcf)
Proved Reserves
Beginning balance		111,301			38,846			434,730			34,048			1,114			197,604			145,349			39,960			632,334
Revision of previous estimates		12,819			5,900			41,510			(2,377	)		58			(14,611	)		10,442			5,958			26,899
Purchase of reserves in-place		1,487			70			8,502			-			-			-			1,487			70			8,502
Sale of reserves in-place		-			-			-			-			-			-			-			-			-
Production		(6,699	)		(3,157	)		(21,251	)		(2,058	)		(81	)		(11,859	)		(8,756	)		(3,238	)		(33,110	)
Ending balance		118,908			41,659			463,491			29,613			1,091			171,134			148,521			42,750			634,625
Proved Developed Reserves (a)
Beginning balance		100,968			34,436			399,190			27,001			978			156,139			127,969			35,414			555,329
Ending balance		108,283			38,719			417,381			26,778			1,070			154,247			135,060			39,789			571,628
Proved Undeveloped Reserves (a) (b)
Beginning balance		10,333			4,410			35,540			7,047			136			41,465			17,380			4,546			77,005
Ending balance		10,625			2,940			46,110			2,836			21			16,887			13,461			2,961			62,997

Summarized in the following table is information for the Partnership’s unaudited pro forma standardized measure of discounted cash flows relating to estimated proved reserves as of December 31, 2010, giving effect to the Cabot Acquisition.  The standardized measure of discounted future net cash flows was determined based on the economic conditions in effect at December 31, 2010.  The disclosures below do not purport to present the fair market value of the Partnership’s oil and gas reserves.  An estimate of the fair market value would also take into account, among other things, the recovery of reserves in excess of proved reserves, anticipated future changes in prices and costs, a discount factor more representative of the time value of money, and risks inherent in reserve estimates.  The pro forma standardized measure of discounted future net cash flows is presented as follows:

6

	BreitBurn Energy Partners L.P.			Cabot Assets			BreitBurn Energy Partners L.P.
Thousands of dollars	Historical			Historical			Pro Forma
Future cash inflows	$	5,097,644		$	770,573		$	5,868,217
Future development costs		(251,181	)		(56,830	)		(308,011	)
Future production expense		(2,618,470	)		(314,181	)		(2,932,651	)
Future income tax expense		-			(129,189	)		(129,189	)
Future net cash flows		2,227,993			270,373			2,498,366
Discounted at 10% per year		(1,163,069	)		(139,647	)		(1,302,716	)
Standardized measure of discounted future net cash flows	$	1,064,924		$	130,726		$	1,195,650

The following table sets forth unaudited pro forma information for the principal sources of changes in the standardized measure of discounted future net cash flows for the year ended December 31, 2010, giving effect to the Cabot Acquisition:

	BreitBurn Energy Partners L.P.			Cabot Assets			BreitBurn Energy Partners L.P.
Thousands of dollars	Historical			Historical			Pro Forma
Beginning balance	$	759,622		$	96,258		$	855,880
Sales and transfers, net of production expense		(175,213	)		(36,210	)		(211,423	)
Net change in sales and transfer prices, net of production expense		306,311			96,474			402,785
Previously estimated development costs incurred during year		47,732			-			47,732
Changes in estimated future development costs		(105,207	)		-			(105,207	)
Purchase of reserves in place		1,676			-			1,676
Revision of quantity estimates and timing of estimated production		154,041			(14,827	)		139,214
Accretion of discount		75,962			12,662			88,624
Net change in income taxes		-			(23,631	)		(23,631	)
Ending balance	$	1,064,924		$	130,726		$	1,195,650

7