Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Breitburn Energy Partners LPex991nsaireservereport.htm
EX-99.2 - EXHIBIT 99.2 - Breitburn Energy Partners LPex992cgareservereport.htm
EX-32.2 - EXHIBIT 32.2 - Breitburn Energy Partners LPexhibit322123116.htm
EX-32.1 - EXHIBIT 32.1 - Breitburn Energy Partners LPexhibit321123116.htm
EX-31.2 - EXHIBIT 31.2 - Breitburn Energy Partners LPexhibit312123116.htm
EX-31.1 - EXHIBIT 31.1 - Breitburn Energy Partners LPexhibit311123116.htm
EX-23.3 - EXHIBIT 23.3 - Breitburn Energy Partners LPexhibit233cgaconsent123116.htm
EX-23.2 - EXHIBIT 23.2 - Breitburn Energy Partners LPexhibit232nsaconsent123116.htm
EX-23.1 - EXHIBIT 23.1 - Breitburn Energy Partners LPexhibit231pwcconsent123116.htm
EX-21.1 - EXHIBIT 21.1 - Breitburn Energy Partners LPexhibit211bbepsubslisting1.htm
EX-12.1 - EXHIBIT 12.1 - Breitburn Energy Partners LPexhibit121ratioofearningst.htm
EX-3.4 - EXHIBIT 3.4 - Breitburn Energy Partners LPexhibit34123116.htm
10-K - 10-K - Breitburn Energy Partners LPbbep12311610k.htm


EXHIBIT 3.8

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BREITBURN GP LLC
THIS AMENDMENT NO. 3 (this “Amendment”) to the Fourth Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Breitburn GP LLC (the “Company”) is entered into effective as of May 13, 2016. Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.
RECITALS
A.    The Company is a wholly-owned direct or indirect subsidiary of Breitburn Energy Partners LP, a Delaware limited partnership.
B.    The sole member of the Company, Breitburn Energy Partners LP, a Delaware limited partnership (the “Member”), has the authority to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:
1.The following provision shall be inserted as the last sentence of Section 8.1(a) of the Agreement:

“The bankruptcy of a member shall not cause such member to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution.”

2.This Amendment shall be governed by, and construed under, the laws of the State of Delaware (without regard to principles of conflict of laws), all rights and remedies being governed by said laws.

3.Except to the extent modified or amended by this Amendment, the Agreement shall remain in full force and effect as originally written. Each reference to “hereof”, “hereunder” and “hereby” and each similar reference contained in the Agreement shall refer to the Agreement as amended by this Amendment.
[Signature Page Follows]





IN WITNESS WHEREOF, this Amendment is entered into and effective as of the date first written above.
SOLE MEMBER:
 
 
BREITBURN ENERGY PARTNERS LP
 
 
 
 
By:
BREITBURN GP LLC,
 
its general partner
 
 
By:
/s/ James G. Jackson
 
James G. Jackson
 
Chief Financial Officer



[Signature Page to Amendment to the Limited Liability Company Agreement - Breitburn GP LLC]