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IPAA Annual Conference

November 9, 2007

BreitBurn Energy Partners LP

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Forward-Looking Statements

Cautionary Statement Relevant to Forward - Looking Information for the Purpose of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

This presentation contains forward-looking statements relating to BreitBurn Energy Partners L.P's ("BBEP") operations that are based on management's current expectations, estimates and projections about its operations. Statements made in the course of this presentation that are not historical facts are forward-looking statements.  Words such as "anticipates," "expects," "intends," "plans," "targets," "projects," "believes," "seeks," "schedules," "estimated," "guidance," "recommends," "will recommend”, and future projections shown in charts and tables and similar presentations and expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. 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 presentation. Unless legally required, BBEP undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are crude oil and natural gas prices; the competitiveness of alternate energy sources or product substitutes; technological developments; delays in planned or expected drilling and development programs; the future performance of the properties acquired from Quicksilver Resources Inc.; potential disruption or interruption of BreitBurn's net production due to accidents or severe weather; the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies; and the factors set forth under the heading "Risk Factors" incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2006, Quarterly Report on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007 and other filings with the Securities and Exchange Commission. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

Except as otherwise noted, information in this presentation relating to the properties acquired from Quicksilver is based on information provided to BreitBurn by Quicksilver as of June 30, 2007. BreitBurn intends to issue 2008 guidance before year-end and notes that its earlier guidance (issued August 14, 2007) for 2007 was prepared prior to the acquisition from Quicksilver and is no longer current or applicable.

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Agenda

► Overview of BreitBurn Energy Partners

► Overview of Upstream MLPs

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Overview of BreitBurn Energy Partners

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History of BreitBurn Energy Partners L.P.

► BreitBurn Energy Company was formed in 1988 by Randall Breitenbach and Halbert Washburn, Co-CEOs of BreitBurn Energy Partners L.P. (BBEP)

► BBEP was formed in March 2006 as an independent oil and gas partnership focused on the acquisition, exploitation and development of oil and gas properties with the objective of generating stable cash flows and making distributions to unitholders

► As of the IPO, BBEP held primarily of long-lived oil and gas assets in the Los Angeles Basin in California and the Wind River and Big Horn Basins in Wyoming with estimated proved reserves of 29.7 MMBoe and daily production of approximately 4,300 Boe/d*

► Since the IPO, BreitBurn has made four significant acquisitions, including additional assets in the Permian Basin, Florida and California

► On November 1, 2007 BreitBurn completed the acquisition of all of the natural gas, oil and midstream assets of Quicksilver Resources Inc. in Michigan, Indiana and Kentucky for approximately $1.5 billion

► The Quicksilver acquisition more than doubled BreitBurn’s estimated proved reserves and daily production

► Our recently announced quarterly distribution of $.4425 represents a 7.3% increase over our initial quarterly distribution of $.4125 paid in February 2007

*Amounts as of December 31, 2005.

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► Acquire long-lived assets with low-risk exploitation and development opportunities

► Use our technical expertise and state-of-the-art technologies to identify and implement successful exploitation techniques to maximize reserve recovery

► Reduce cash flow volatility through commodity price hedging

► Maximize asset value and cash flow stability through operating control

Business Strategy

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► High-quality asset base characterized by stable, long-lived production

► Experienced management, operating and technical teams share a long working history at BreitBurn

Executive officers and key employees have on average over 20 years of experience in the oil and gas industry, finance and acquisitions

► Management has proven acquisition, development and integration expertise

► Cost of capital provides competitive advantage in pursuing acquisitions

No entity-level income tax

No incentive distribution rights (IDRs)

► Significant financial flexibility

Competitive Strengths

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Summary of Quicksilver Acquisition

Transaction

Assets Acquired

► Approximately 530 Bcfe of estimated proved reserves located primarily in the Michigan Antrim Shale (84%)

► Mature properties characterized by long-lived, predictable production profiles, shallow decline rates and low maintenance capital requirements

► Integrated midstream assets in Michigan, Indiana and Kentucky

► Acquisition of natural gas and midstream assets located in Michigan, Indiana and Kentucky

► Acquisition financed with $750 million cash and 21.348 million BreitBurn Common Units

► Acquisition provides quality operating and technical team, which operates as a stand-alone business unit

Financial Impact

► Immediately accretive to distributable cash flow

► Expect to recommend to the Board a Q1 2008 distribution of $0.575/unit ($2.30/unit annualized) with a 2008 exit rate of $0.625/unit ($2.50/unit annualized) (1)

► Maintaining strong distribution coverage ratio

1.2x – 1.3x 2008E distribution coverage ratio

► Price protection - swapped approximately 80% of PDP production for 3 years at $8.01/mcf

(1) All distributions subject to Board approval.

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North Sunshine

Hidden Dome

Gebo

Black Mountain

BIGHORN BASIN

WIND RIVER BASIN

Lazy JL

PERMIAN BASINSUNNILAND TREND

Corydon

Major Properties

Headquarters

Gaylord Office

Sawtelle

LOS ANGELES BASIN

Rosecrans

Santa FeSprings

Brea Olinda

East Cayotte

Prairiedu Chien

Niagaran

Antrim

Detroit River& Richfield

WY

CA

TX

FL

KY

IN

MI

Prairiedu Chien

BreitBurn Asset MapSignificant Presence in Seven States

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Overview of Upstream MLPs

11

55

49 46

33

9

20

27

34

$7,369

$3,146

$5,726$6,213

$589

$2,029

$3,693

$5,619

$9,969

$14,750

$6,926

0

2,500

5,000

7,500

10,000

12,500

15,000

2000 2001 2002 2003 2004 2005 2006 2007

Dol

lars

in m

illion

s

-5

5

15

25

35

45

55

Num

ber of Deals

Follow -On IPO PIPEs Deals

Evolution of the MLP Market

Growth of the MLP Asset Class MLP Public Equity Issuance

Market data as of 11/2/07.

YTD

$14.0$24.3 $27.8

$45.0$56.5

$72.7

$104.2

$149.0

0

20

40

60

80

100

120

140

$160

2000 2001 2002 2003 2004 2005 2006 2007

To

tal M

LP

Mar

ket

Cap

($

in B

illion

s)

YTD

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E&P MLP Characteristics: Then and Now

1980s Today

Reserve Characteristics ► High decline, short reserve life ► Low decline, long reserve life

► Mature, well-known basins

Drilling ► Included high risk, exploration wells

► Low risk exploitation and development wells

Reinvestment Requirements

► High CAPEX as a % of cash flow ► Low CAPEX as a % of cash flow

Ability to Hedge ► No NYMEX ► Can hedge 5+ years

Balance Sheet ► High leverage

► Low coverage

► Low leverage

► High coverage

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E&P MLP / LLCs at the Time of IPO

Linn Energy (LINE)

EV Energy Partners(EVEP)

Breitburn Energy Partners(BBEP)

Constellation Energy Partners

(CEP)

Atlas Energy Resources

(ATN)Legacy Reserves

(LGCY)

Vanguard Natural Resources

(VNR)

Encore Energy Partners

(ENP)

Asset Location: Appalachia Appalachia, N. La LA Basin, Rockies Black Warrior Appalachia Permian AppalachiaW Tx, Williston, Big

Horn

Reserve life (Years) 29 19 19 25 19 16 15 14

Reserve life PDP (Years) 19 17 17 20 13 13 11 11

Hedged Production: Year 1 94% 75% 76% 80% 77% 69% 95% 75%

Hedged Production: Year 2 89 72 77 80 77 61 97 64

Hedge Strategy (yrs) 5+ 2 - 3 2 - 3 Up to 5 Up to 3 ~ 2 5 2-3

Structure:

MLP or LLC LLC MLP MLP LLC LLC MLP LLC MLP

Incentive Distributions None (2%/15%25%) None (2%/15%) (2%/15%/25%) None None Escalating (1)

Current Equity Value ($ mm) $3,204 $554 $2,170 $867 $2,175 $600 $208 $472

Current Firm Value ($ mm) $4,255 $776 $2,483 $1,010 $2,894 $765 $232 $538

Source: Company filings – S-1Market data as of 11/2/07(1) Distributions on management incentive units increase from on par with common units to ~4.8x common unit distribution.

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Post-IPO Acquisitions Driving Equity Performance

Source: John S. Herold, Inc. - Upstream Reserve Acquisitions.* Reserves valuation adjusted for integrated midstream assets.

Months after IPO

2 4 6 8 10 12 14

EV Energy Partners

Jan. 13, 2006

Sept. 26, 2006

Oct. 3, 2006

Nov. 14, 2006

Dec. 12, 2006

Jan. 12, 2007

($ in millions)

Diversified$1.99 / Mcfe

Michigan$1.28 / Mcfe

Permian$2.42 / Mcfe

16+

$291

Blacksand (CA)$1.55 / Mcfe

East Binger (OK)$1.83 / Mcfe

0

Monroe (LA)$1.50 / Mcfe

Cherokee$2.35 / Mcfe

Diversified$2.31 / Mcfe

Austin Chalk$2.56 / Mcfe

Properties in Texas Panhandle

$2.15 / Mcfe

DTE Antrim Assets$2.47 / Mcfe

$125$415 $91

$29

$1,225

$45 $21 $13

$115

$28 $72 $96 $100

Stallion Energy (TX) & Pond Fork (WV)

$1.26 / Mcfe

Kaiser Francis (OK)$2.29 / Mcfe

$100

Sunniland Trend, FL$1.75 / Mcfe

$92

Los Angeles Basin, CA$2.36 / Mcfe

$2,050

Mid-Continent properties$2.69 / Mcfe

PetroHawk Texas Properties

$2.15 / Mcfe

$160

Permian$2.03 / Mcfe

$240

AMVEST - Cherokee$2.58 / Mcfe

$20

Permian Basin$2.77 / Mcfe

$128

Newfield Cherokee$2.84 / Mcfe

$23

Texas Panhandle$1.88 / Mcfe

$21

Permian Basin$2.63 / Mcfe

$61Texas Panhandle

$2.55 / Mcfe

$1,450

Quicksilver Michigan, Indiana, Kentucky Assets

$2.45 / Mcfe*

$11

Antrim Assets$2.06 / Mcfe

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E&P MLP vs. C-Corps: Relative Price Performance

80

90

100

110

120

130

140

150

160

170

180

190

200

11/03/06 01/02/07 03/04/07 05/04/07 07/03/07 09/02/07 11/02/07

Pric

e as

a P

erce

ntag

e of

Bas

e P

erio

d (%

)

E&P MLP/LLCs Gas Weighted C-Corps Oil Weighted C-CorpsSource: Factset.Note: Data as of November 2, 2007.1. E&P MLP/LLCs: ATN, BBEP, CEP, EVEP, LGCY, and LINE.2. Oil Weighted C-Corps: BRY, CLR, EAC, DNR, PXP, VQ, and WLL.3. Gas Weighted C-Corps: CHK, COG, CXG, EOG, KWK, RRC, SWN, and XCO.

39.7% 35.1%

56.3%

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MLP IPO Issuance Market Overview

MLP Backlog – Announced Transactions

Source: Commscan Equidesk.

IPO Deal Type Asset Class Size ($mm) Timing

CDM Resource Ptnr LP IPO Compression $169 Q4 2007

Pioneer SW Energy Ptnr IPO E&P 302 Q4 2007

Quest Energy Ptnr IPO E&P 201 Q4 2007

Abraxas Energy Ptnr IPO E&P 56 Q4 2007

Plains GP Holdings LP IPO GP 400 Q4 2007

El Paso Pipeline Ptnr IPO Midstream 575 Q4 2007

Western Gas Ptnr IPO Midstream 375 Q4 2007

Williams Pipeline Ptnr LP IPO Midstream 314 Q4 2007

OGE Enogex Ptnr IPO Midstream 181 Q4 2007

OSG America LP IPO Shipping 181 Q4 2007

EXCO Ptnr LP IPO E&P 1,500 Q1 2008

Resolute Energy Ptnr IPO E&P 275 Q1 2008

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Key Considerations for an E&P MLP

► Determination of initial assets to contribute Production decline rate PUD / Probable component “Maintenance capex” / reserve replacement;

predictability and level of operating costs

► Potential benefit / size of value arbitrage Vs. Risk Vs. Sponsor’s objectives Need to assess the true cost of capital comparison

► Degree of leverage – cushion / dry powder Especially important for an acquisition story Commodity price volatility

► Strategy / conflicts of interest between Sponsor and MLP (if sponsor is public) Which entity acquires which assets?

► Hedging production smoothes volatility in commodity prices Investor expectations Enhances the expected stability of cash flows

► Questions for sponsor Is there a need for capital? Will an MLP drive sponsor’s stock price higher? Will an MLP facilitate future strategy / growth (e.g.,

acquisitions)?

► Articulation of MLP growth strategy Drop down, acquisitions, organic Is the organization well suited to the intended

growth strategy?

► Reserve Profile Ability to separate PDP/PDNP from PUD/Probable Regional segregation?

► Development capex requirements Maintenance vs. growth

► Liquidity objectives / needs Acquisition financing vs. secondary equity sales

► Tax and accounting issues

► Standalone financial statements

► Liability management issues

E&P Considerations Company - Specific Issues

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Structural Considerations

Item Consideration

Corporate Structure• MLP vs LLC• Holdco vs asset drop-downs

Distribution Coverage/Growth

• High coverage vs distribution growth – impact on valuation / yield• Variability of operations influences coverage needs

Capital Structure• High leverage reduces distributable cash (interest payments) and hinders acquisition flexibility• Impacted by other factors – acquisition profile, financing needs, hedge profile, etc.

Hedging• Investors prefer visibility for near-term distribution stability• Retain some upside to future commodity price increases• Manage cost structure variability

Management • Significant management overlap is acceptable and has precedent• Board composition requirements

Incentive Distribution Rights• Broad spectrum of precedents• Marketing impact• Impact to sponsor

IPO Size• Depends on objectives• $150 million minimum to establish float and market visibility• Target institutional and retail investors – significant market capacity

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Management Incentive:

No Incentive Incentive Distribution Rights (IDR)

Management Incentive Interests (MII)

Management Incentive Units (MIU)

Description: ► Investors share equally in all cash flows

► Acquisitions are more accretive long-term without IDRs due to lower cost of equity

► Increasing % of cash distributions paid out to management as per unit distributions increase. Range for 2% interest to 25%

► If distributions per unit paid exceeds 115% of the initial quarterly distribution (IQD), LLC would earn a fee equal to 15% of the distributions in excess of 115% of the IQD

► Fee not payable unless distributions have exceeded the Target Distribution on average for 12 consecutive quarters

► Management granted 550,000 Management Incentive Units

► Distributions on MIUs increase by 37% for each 10% increase in common unit distributions

► Eligible for conversion to common units on a cash parity basis once common unit distributions are $2.74 per unit

Companies:

Subordination: ► No subordination ► Regular subordination► Subordination period for 5 years► Early subordination termination

in year 3 for 25% of the units and year 4 for 25% of the units provided certain tests are met

► Structural subordination ► No subordination

► Unlike midstream MLPs, where issuers have gravitated toward 50% splits, there is a wide divergence of management incentives currently used in E&P MLPs

Management Incentives

EV Energy Partners

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IPAA Annual Conference

November 9, 2007

BreitBurn Energy Partners LP