Exhibit 3.1
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ALLIANCE RESOURCE PARTNERS,
L.P.
This Amendment No. 1 (this “
Amendment No. 1 ”) to the First Amended and
Restated Agreement of Limited Partnership of Alliance Resource
Partners, L.P. (the “ Partnership ”) is
entered into effective as of January 1, 2005, by Alliance Resource
Management GP, LLC, a Delaware limited liability company (the
“ Managing 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 Managing General Partner, the Special
General Partner and the Limited Partners of the Partnership entered
into that certain First Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of August 20, 1999 (the
“ Partnership Agreement ”);
WHEREAS , Section 13.1(d)(i) of the Partnership
Agreement provides that the Managing General Partner may amend any
provision of the Partnership Agreement without the approval of any
Partner or Assignee to reflect a change that, in the discretion of
the Managing General Partner, does not adversely affect the Limited
Partners (including any particular class of Partnership Interests
as compared to other classes of Partnership Interests) in any
material respect;
WHEREAS , acting pursuant to the power and authority
granted to it under Section 13.1(d)(i) of the Partnership
Agreement, the Managing General Partner has determined that the
foll
