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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 following amendment to the
Partnership Agreement does not adversely affect the Limited
Partners (including any particular class of
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