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Exhibit 3.1
AMENDMENT NO. 3
TO
SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ALLIANCE RESOURCE
PARTNERS, L.P.
This Amendment No. 3
(this “ Amendment No. 3 ”) to the
Second Amended and Restated Agreement of Limited Partnership (as
amended, the “ Partnership Agreement ”)
of Alliance Resource Partners, L.P. (the “
Partnership ”) is hereby adopted by Alliance
Resource Management GP, LLC, a Delaware limited liability company
(the “ General Partner ”), as managing
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 in accordance
with Section 761(c) of the Code as of January 1, 2007;
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 the following amendment to the
Partnership Agreement does not require the approval of any Limited
Partner.
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).
1
(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 a
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
the Managing General Partner using such reasonable method of
valuation as it may adopt; provided, however, that the Managing
General Partner, in arriving at such valuation, must
take
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