1357371--4/2/2007--BreitBurn_Energy_Partners

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{debt, indebtedness, cash}

{stock, price, operating}

{gas, price, oil}

{cost, regulation, environmental}

{operation, natural, condition}

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{competitive, industry, competition}

{acquisition, growth, future}

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Risks Related to Our Business We may not have sufficient cash flow from operations to pay quarterly distributions on our common units following establishment of cash reserves and payment of fees and expenses, including reimbursement of expenses to our general partner. To fund our growth capital expenditures, we will be required to use cash generated from our operations, additional borrowings or the issuance of additional partnership interests, or some combination thereof. The amount of cash we have available for distribution to unitholders depends primarily on our cash flow and not solely on profitability. Oil and gas prices are very volatile. A decline in commodity prices will cause a decline in our cash flow from operations, which may force us to reduce our distributions or cease paying distributions altogether. Price differentials between NYMEX WTI prices and what we actually receive are also historically very volatile. Future price declines may result in a write-down of our asset carrying values. Our derivative activities could result in financial losses or could reduce our income, which may adversely affect our ability to pay distributions to our unitholders. Our estimated proved reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves. Drilling for and producing oil and gas are costly and high-risk activities with many uncertainties that could adversely affect our financial condition or results of operations and, as a result, our ability to pay distributions to our unitholders. If we do not make acquisitions on economically acceptable terms, our future growth and ability to pay or increase distributions will be limited. Any acquisitions we complete are subject to substantial risks that could reduce our ability to make distributions to unitholders. Many of our leases are in mature fields that have produced large quantities of oil and gas to date. Due to our lack of asset and geographic diversification, adverse developments in our operating areas would reduce our ability to make distributions to our unitholders. We depend on two customers for a substantial amount of our sales. If these customers reduce the volumes of oil and gas they purchase from us, our revenue and cash available for distribution will decline to the extent we are not able to find new customers for our production. We may be unable to compete effectively with larger companies, which may adversely affect our ability to generate sufficient revenue to allow us to pay distributions to our unitholders. We may incur substantial additional debt to enable us to pay our quarterly distributions, which may negatively affect our ability to execute on our business plan. Our future debt levels may limit our flexibility to obtain additional financing and pursue other business opportunities. Our credit facility has substantial restrictions and financial covenants that may restrict our business and financing activities and our ability to pay distributions. Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured. We are subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations. Our operations expose us to significant costs and liabilities with respect to environmental and operational safety matters. We depend on our general partner s Co-Chief Executive Officers, who would be difficult to replace. Our Long-Term Incentive Compensation Plans can result in significant cash payments in the event that our unit price increases significantly during the calendar year. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common units. The amount of cash distributions that we will be able to distribute to you will be reduced by the costs associated with being a public company, other general and administrative expenses, and reserves that our general partner believes prudent to maintain for the proper conduct of our business and for future distributions. Risks Related to Our Structure Our general partner and its affiliates own a controlling interest in us and may have conflicts of interest with us and limited fiduciary duties to us, which may permit them to favor their own interests to your detriment. Our partnership agreement limits the remedies available to you in the event you have a claim relating to conflicts of interest. A subsidiary of Provident, as our controlling unitholder and the controlling owner of our general partner, has the power to appoint and remove our directors and management. We do not have any officers or employees and rely solely on officers of our general partner and employees of BreitBurn Management and Provident and its affiliates. We may issue additional common units without your approval, which would dilute your existing ownership interests. Our partnership agreement limits our general partner s fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or initially to remove our general partner without its consent, which could lower the trading price of our common units. Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units. Unitholders who are not Eligible Holders will not be entitled to receive distributions on or allocations of income or loss on their common units and their common units will be subject to redemption. We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, which may affect our ability to make distributions to you. Unitholders may not have limited liability if a court finds that unitholder action constitutes control of our business. Unitholders may have liability to repay distributions. Our general partner s interest in us and the control of our general partner may be transferred to a third party without unitholder consent. The market price of our common units could be adversely affected by sales of substantial amounts of our common units, including sales by our existing unitholders. An increase in interest rates may cause the market price of our common units to decline. Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to entity-level taxation by individual states. If we were to be treatedas a corporation for federal income tax purposes or we were to become subject to entity-level taxation for state tax purposes, taxes paid, if any, would reduce the amount of cash available for distribution. You may be required to pay taxes on income from us even if you do not receive any cash distributions from us. If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution to you. Tax-exempt entities and foreign persons face unique tax issues from owning our common units that may result in adverse tax consequences to them. We will treat each purchaser of our units as having the same tax benefits without regard to the common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units. Tax gain or loss on the disposition of our common units could be more or less than expected because prior distributions in excess of allocations of income will decrease your tax basis in your common units. The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for federal income tax purposes. You may be subject to state and local taxes and return filing requirements.

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1357371--4/2/2007--BreitBurn_Energy_Partners_L.P.