Exhibit 3.1
AMENDMENT NO. 3
TO THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
BREITBURN ENERGY PARTNERS
L.P.
This Amendment No. 3 to the
First Amended and Restated Agreement of Limited Partnership of
BreitBurn Energy Partners L.P., a Delaware limited partnership (the
“Partnership” ), dated as of August 27,
2009 (this “Amendment” ), is made and entered
into by BreitBurn GP, LLC, a Delaware limited liability company, as
general partner of the Partnership (the “General
Partner” ) and as the lawful agent and attorney-in-fact
for and on behalf of each of the limited partners of the
Partnership. Capitalized terms used herein and not otherwise
defined are used as defined in the First Amended and Restated
Agreement of Limited Partnership of the Partnership, dated as of
October 10, 2006, as heretofore amended (the “LP
Agreement” ).
W I T N E S S E T H
WHEREAS, the Partnership is a limited partnership that
was formed under the Delaware Revised Uniform Limited Partnership
Act, 6 Del. C. § 17-101, et seq ., and is
currently governed by the LP Agreement;
WHEREAS, Section 13.4(b)(i) of the LP Agreement
refers to an annual meeting of the Limited Partners to be held in
July of each year beginning in 2009 or such other date and time as
may be fixed by the General Partner;
WHEREAS, Section 13.4(b)(vi)(A)(2) of the LP
Agreement sets forth time periods within which a Limited Partner
must provide notice of nominations of persons for election to the
Board of Directors in writing to the General Partner and such time
periods are based on the date of the annual meeting of the Limited
Partners;
WHEREAS, the Partnership is currently involved in
litigation (the “Litigation”) relating to, among other
things, the adoption of Section 13.4(b) of the LP
Agreement;
WHEREAS, in order to accommodate certain requests made in
connection with the Litigation and in light of the then anticipated
schedule in the Litigation, the General Partner had expected to
hold the annual meeting of the Limited Partners for 2009 on
November 30, 2009, and, in connection therewith,
Section 13.4(b)(vi)(A)(2) of the LP Agreement was amended
pursuant to and in accordance with Section 13.1 of the LP
Agreement to permit nominations of persons for election to the
Board of Directors brought by Limited Partners before the first
annual meeting of Limited Partners to be brought at a time period
closer to the expected date of the first annual meeting of Limited
Partners;
WHEREAS, subsequent to the amendment described in the
preceding paragraph, the schedule in the Litigation is to be
further extended and postponed, and it is, therefore,
necess
