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Exhibit 3.1
AMENDMENT NO. 1
TO
SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
PENN VIRGINIA RESOURCE
PARTNERS, L.P.
This Amendment No. 1
(this “ Amendment No. 1 ”) to the
Second Amended and Restated Agreement of Limited Partnership (as
amended, the “ Partnership Agreement ”)
of Penn Virginia Resource Partners, L.P. (the “
Partnership ”) is hereby adopted on
April 15, 2008, but effective as of January 1, 2007, by
Penn Virginia Resource GP, LLC, a Delaware limited liability
company (the “ General Partner ”), as
general partner of the Partnership. Capitalized terms used but not
defined herein are used as defined in the Partnership
Agreement.
WHEREAS , the General
Partner desires to amend the Partnership Agreement to make certain
adjustments to certain allocation provisions and the definitions
related thereto, which adjustments shall be effective as of
January 1, 2007 in accordance with Section 761(c) of the
Code; and
WHEREAS , acting
pursuant to the power and authority granted to it under
Section 13.1(d) of the Partnership Agreement, the General
Partner has determined that this Amendment No. 1 does not
require the approval of any Limited Partner and that this Amendment
No. 1 is not adverse to the Limited Partners, including any
particular class of Partnership Interests as compared to other
classes of Partnership Interests, in any material
respect.
NOW THEREFORE , the
General Partner does hereby amend the Partnership Agreement as
follows:
Section 1.
Amendment .
(a) Section 1.1 is
hereby amended to add or amend and restate the following
definitions:
(i) “ Disposed of
Adjusted Property ” has the meaning assigned to such term
in Section 6.1(d)(xii)(B).
(ii) “ Net
Termination Gain ” means, for any taxable year, the sum,
if positive, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date
or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Gain shall be determined in accordance with
Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
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(iii) “ Net
Termination Loss ” means, for any taxable year, the sum,
if negative, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date
or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Loss shall be determined in accordance with
Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
(b) Section 5.5(d) is
hereby amended and restated in its entirety as follows:
(i) In accordance with
Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an
issuance of additional Partnership Interests for cash or
Contributed Property, the issuance of Partnership Interests as
consideration for the provision of services or the conversion of
the General Partner’s Combined Interest to Common Units
pursuant to Section 11.3(b), the Capital Accounts of all
Partners and the Carrying Value of each Partnership property
immediately prior to such issuance shall be adjusted upward or
downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized
Gain or Unrealized Loss had been recognized on an actual sale of
each such property for an amount equal to its fair market value
immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 6.1(c) in the same
manner as any item of gain or loss actually recognized following an
event giving rise to the dissolution of the Partnership would have
been allocated. In determining such Unrealized Gain or Unrealized
Loss, the aggregate cash amount and fair market value of all
Partnership assets (including cash or cash equivalents) immediately
prior to the issuance of additional Partnership Interests shall be
determined by
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