0001104659-18-038594.txt : 20180606 0001104659-18-038594.hdr.sgml : 20180606 20180606160146 ACCESSION NUMBER: 0001104659-18-038594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20180531 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180606 DATE AS OF CHANGE: 20180606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCE PARTNERS LP CENTRAL INDEX KEY: 0001086600 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 731564280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26823 FILM NUMBER: 18883834 BUSINESS ADDRESS: STREET 1: 1717 SOUTH BOULDER AVENUE CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9182957600 8-K 1 a18-14924_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 31, 2018

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		Commission		73-1564280
(State or other jurisdiction of incorporation or organization)		File No.: 0-26823		(I.R.S. Employer Identification No.)

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

(918) 295-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 31, 2018, Alliance Resource Partners, L.P., a Delaware limited partnership (“ARLP”), and Alliance Holdings GP, L.P., a Delaware limited partnership (“AHGP”), completed the transactions contemplated by that certain Simplification Agreement dated as of February 22, 2018 (the “Simplification Agreement”), by and among AHGP, Alliance GP, LLC, a Delaware limited liability company and the general partner of AHGP (“AGP”), certain subsidiaries of AHGP and AGP, ARLP, Alliance Resource Management GP, LLC, a Delaware limited liability company and the general partner of ARLP (“MGP”), and Alliance Resource GP, LLC, a Delaware limited liability company (“SGP”). Pursuant to the Simplification Agreement, among other things, through a series of transactions, (i) AHGP became a wholly owned subsidiary of ARLP, (ii) New AHGP GP, LLC, a Delaware limited liability company and wholly owned subsidiary of AHGP (“New AHGP GP”), became a wholly owned subsidiary of ARLP and the new general partner of AHGP, and (iii) MGP became a wholly owned subsidiary of AGP and continues to be the general partner of ARLP. The Simplification Agreement and the transactions contemplated thereby (the “Simplification Transactions”), including the Merger (as defined below), were approved by written consent by holders of approximately 68% of the AHGP common units outstanding as of April 25, 2018, the record date for the consent solicitation.

The Simplification Transactions were effected in part through a merger, whereby Wildcat GP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AGP (“Merger Sub”), merged with and into AHGP, with AHGP surviving and continuing to exist as a Delaware limited partnership (the “Merger”). By virtue of the Merger, each AHGP common unit that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than the AHGP common units held by SGP, was canceled and converted into the right to receive approximately 1.4782 ARLP common units held by AHGP and its subsidiaries immediately prior to the Effective Time (the “Exchange Units”), and the AHGP common units held by SGP immediately prior to the Effective Time were canceled and converted into the right to receive 29,188,997 Exchange Units, which equals (i) the product of the number of AHGP common units held by SGP immediately prior to the Effective Time multiplied by 1.4782, minus (ii) 1,322,388 ARLP common units to be issued to SGP pursuant to the transactions immediately following the Merger (as described below). As part of the Merger, all of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time were converted into and became limited partner interests in AHGP and were held momentarily by SGP. All AHGP deferred phantom units that were outstanding immediately prior to the Effective Time were paid in full and deemed to have been converted into AHGP common units and had a right to receive a portion of the Exchange Units on the same economically equivalent basis as the other AHGP unitholders (other than SGP) as described above.

Immediately following the closing of the Merger, (i) SGP contributed all of the limited partner interests in AHGP to ARLP in exchange for 1,322,388 ARLP common units, and ARLP was admitted as the sole limited partner of AHGP, and (ii) AGP contributed all of the limited liability company interests of New AHGP GP, which became the new general partner of AHGP, to ARLP, and ARLP was admitted as the sole member of New AHGP GP. The number of ARLP common units issued to SGP upon the closing of the Simplification Transactions was calculated pursuant to the Simplification Agreement on an economically equivalent basis in exchange for a 1.0001% general partner interest in Alliance Resource Operating Partners, L.P., a Delaware limited partnership (“AROP”), and a 0.001% managing membership interest in Alliance Coal, LLC, a Delaware limited liability company (“Alliance Coal”), in each case in connection with ARLP’s last quarterly distribution of available cash prior to the closing of the Simplification Transactions.

At the Effective Time, the Certificate of Limited Partnership of AHGP remained unchanged and became the certificate of limited partnership of the surviving entity of the Merger and the Amended and Restated Agreement of Limited Partnership of AHGP, as amended by Amendment No. 1 thereto as of the Effective Time, was amended and restated to reflect, among other items, the admission of AGP as the sole general partner and SGP as the sole limited partner of AHGP (as amended and restated, the “Second Amended and Restated AHGP Partnership Agreement”). Immediately following the Effective Time and as contemplated by the Simplification Agreement, the Second Amended and Restated AHGP Partnership Agreement was amended and restated to reflect, among other items, the admission of New AHGP GP as the general partner of AHGP and the admission of ARLP as the sole limited partner of AHGP (as amended and restated, the ‘Third Amended and Restated AHGP Partnership Agreement”). The foregoing description of the Second Amended and Restated AHGP Partnership Agreement and the Third Amended and Restated AHGP Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

In connection with the consummation of the Simplification Transactions and as contemplated by the Simplification Agreement, (i) the Amended and Restated Agreement of Limited Partnership of AROP was amended to reflect, among other item, the admission of MGP II, LLC, a Delaware limited liability company (“MGP II”), as the managing general partner of AROP (as amended, the “Amended AROP Partnership Agreement”), (ii) the Amended and Restated Operating Agreement of Alliance Coal was amended to reflect, among other items, the admission of MGP II as the managing member of Alliance Coal (as amended, the “Amended Alliance Coal Operating Agreement”), (iii) the Second Amended and Restated Operating Agreement of MGP was amended to reflect, among other items, the admission of AGP as the sole member of MGP (as amended, the “Amended MGP Operating Agreement”), (iv) the Limited Liability Company Agreement of New AHGP GP was amended to reflect, among other items, the admission of ARLP as the sole member of New AHGP GP (as amended, the “Amended New AHGP GP Agreement”). The foregoing description of the Amended AROP Partnership Agreement, the Amended Alliance Coal Operating Agreement, the Amended MGP Operating Agreement and the Amended New AHGP GP Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 3.5, 3.6, 3.7 and 3.8 to this Current Report and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information included under Items 2.01 and 8.01 is incorporated into this Item 3.02 by reference. The 1,322,388 ARLP common units issued to SGP pursuant to the Simplification Agreement and the 20,960 ARLP common units issued to SGP pursuant to the Amendment (as defined below) were both offered and issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.01 Change in Control of the Registrant.

The information included under Item 2.01 above is incorporated into this Item 5.01 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included under Items 2.01 and 8.01 is incorporated into this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure.

On May 31, 2018, AHGP and ARLP issued a joint press release announcing the closing of the Simplification Transactions. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except to the extent specifically referenced in any such filings.

Item 8.01 Other Events.

On May 31, 2018, AHGP entered into a First Amendment to Contribution Agreement (the “Amendment”), by and among ARLP, MGP, SGP, ARM GP Holdings, Inc., a Delaware corporation, MGP II and AHGP. The purpose of the Amendment was to correct an error in the previous calculation of ARLP common units to be issued to SGP upon completion of the transactions contemplated by that certain Contribution Agreement dated July 28, 2017 (the “Original Agreement”), by and among the parties to the Amendment. The number of ARLP common units issued to SGP pursuant to the Original Agreement was discovered to be insufficient to result in the contributions of certain assets by SGP and MGP, respectively, to ARLP pursuant to the Original Agreement being on a proportionate economic basis. Pursuant to the Amendment, ARLP issued an additional 20,960 ARLP common units to SGP and paid SGP $42,548.80 in cash, representing the aggregate per ARLP common unit distribution of $2.03 that SGP would have received since the date of the Original Agreement if the 20,960 ARLP common units had been issued to

SGP on the date of the Original Agreement. For further details of the Original Agreement and the transactions contemplated thereby, please see AHGP’s Current Report on Form 8-K filed with the SEC on July 28, 2017. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

To reflect the entry into the Amendment, ARLP adopted an Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership (as amended, the “ARLP Partnership Agreement”), a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference.

On June 1, 2018, ARLP adopted an Amendment No. 3 to the ARLP Partnership Agreement. The amendment makes certain changes to the ARLP Partnership Agreement to facilitate ARLP’s use of its Available Cash (as defined in the ARLP Partnership Agreement) to repurchase the ARLP common units in accordance with its previously announced unit repurchase program as well as to make quarterly distributions to its unitholders. A copy of Amendment No. 3 to the ARLP Partnership Agreement is attached hereto as Exhibit 3.4 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 31, 2018.
3.2		Third Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 31, 2018.
3.3		Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of May 31, 2018.
3.4		Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of June 1, 2018.
3.5		Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., dated as of May 31, 2018.
3.6		Amendment No. 2 to Amended and Restated Operating Agreement of Alliance Coal, LLC, dated as of May 31, 2018.
3.7		Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC, dated as of May 31, 2018.
3.8		Amended and Restated Limited Liability Company Agreement of New AHGP GP, LLC, dated as of May 31, 2018.
10.1		First Amendment to Contribution Agreement, dated as of May 31, 2018, by and among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, ARM GP Holdings, Inc., MGP II, LLC and Alliance Holdings GP, L.P .
99.1		Joint Press Release of Alliance Resource Partners, L.P. and Alliance Holdings GP, L.P., dated May 31, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alliance Resource Partners, L.P.

By:	Alliance Resource Management GP, LLC, its general partner

By:	/s/ Brian L. Cantrell
	Brian L. Cantrell
	Senior Vice President and Chief Financial Officer

Date: June 6, 2018

EX-3.1 2 a18-14924_1ex3d1.htm EX-3.1

Exhibit 3.1

Execution Version

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ALLIANCE HOLDINGS GP, L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Alliance Holdings GP, L.P., a Delaware limited partnership (the “Partnership”), effective as of May 31, 2018, is adopted, executed and agreed to by and among Alliance GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource GP, LLC, a Delaware limited liability company, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018, by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC, this Agreement hereby amends and restates the Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 15, 2006, as amended by Amendment No. 1 thereto, dated October 25, 2007, as amended by the Amendment No. 2 thereto, dated February 22, 2018. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5 as amended or restated from time to time.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such act.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner.

“General Partner” means Alliance GP, LLC, a Delaware limited liability company and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership (except as the context otherwise requires).

“Group Member” means a member of the Partnership and its Subsidiaries.

“Indemnitee” means (a) the General Partner; (b) any Departing General Partner; (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner; (d) any Person who is or was a member, partner, officer, director, fiduciary or trustee of any Group Member, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner; (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as an officer, director, member, partner, fiduciary or trustee of another Person; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and (f) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement.

“Limited Partner” means Alliance Resource GP, LLC, a Delaware limited liability company and its successors and permitted assigns that are admitted to the Partnership as limited partner of the Partnership (except as the context otherwise requires).

“Partner” means the General Partner or Limited Partner.

“Partnership” means Alliance Holdings GP, L.P., a Delaware limited partnership.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof; (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof; or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Internal Revenue Code of 1986, as amended, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

“Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who has purchased common units of the Partnership pursuant thereto.

“Underwriting Agreement” means the Underwriting Agreement entered into in connection with the initial offering and sale of common units of the Partnership, dated May 9, 2006, among the Underwriters, the Partnership and certain other parties, providing for the purchase of common units by such Underwriters.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Formation. The Partnership was formed on November 10, 2005 pursuant to the Certificate of Limited Partnership as filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. The General Partner Interest and the Limited Partner Interest shall constitute personal property of the owner thereof for all purposes.

2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name “Alliance Holdings GP, L.P.”.

2.3 Principal Office; Registered Office.

(a) The principal office of the Partnership shall be at 1717 South Boulder Avenue, Tulsa, Oklahoma 74119 or such other place as the General Partner may from time to time designate by notice to the Limited Partner.

(b) The address of the Partnership’s registered office in the State of Delaware shall be 850 New Burton Road, Suite 201, Dover, DE 19904, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Cogency Global Inc.

2.4 Term. The Partnership shall continue in existence until an election to dissolve the Partnership by the General Partner.

2.5 Organizational Certificate. A Certificate of Limited Partnership of the Partnership has been filed by the General Partner with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the operation and qualification of a limited partnership in the State of Delaware and any jurisdiction in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which limited partners have limited liability) under the laws of Delaware and any state or jurisdiction in which the Partnership may elect to do business.

2.6 Partnership Interests. The General Partner shall have a non-economic general partner interest in the Partnership (the “General Partner Interest”) and the Limited Partner shall have a 100% limited partner interest in the Partnership (the “Limited Partner Interest”).

ARTICLE III

PURPOSE

The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.

ARTICLE IV

TAX TREATMENT

For U.S. federal income tax purposes, unless or until the Partnership has more than one owner that is separately regarded for U.S. federal income tax purposes, the Partnership shall be considered disregarded as an entity separate from its sole owner pursuant to Treasury Regulations § 301.7701-3(b).

ARTICLE V

MANAGEMENT AND OPERATIONS OF BUSINESS

Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

ARTICLE VI

LIMITED LIABILITY OF LIMITED PARTNER

The Limited Partner shall have no liability under this Agreement except as provided in this Agreement or the Delaware Act.

ARTICLE VII

DISSOLUTION AND LIQUIDATION

The Partnership shall be dissolved, and its affairs shall be wound up as provided in Section 2.4.

ARTICLE VIII

AMENDMENT OF PARTNERSHIP AGREEMENT

The General Partner may amend any provision of this Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.

ARTICLE IX

INDEMNIFICATION AND LIABILITY OF INDEMNITEES

9.1 Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.1, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided, further, no indemnification pursuant to this Section 9.1 shall be available to the General Partner or its Affiliates (other than a Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.1(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.1.

(c) The indemnification provided by this Section 9.1 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of outstanding Limited Partner Interests entitled to vote on such matter, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of

whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 9.1, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 9.1(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partner to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 9.1 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 9.1 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.1 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

9.2 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partner or any other Persons who have acquired interests in the securities of the Partnership, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b) The General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.

(d) Any amendment, modification or repeal of this Section 9.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 9.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted, and provided such Person became an Indemnitee hereunder prior to such amendment, modification or repeal.

ARTICLE X

GENERAL PROVISIONS

10.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a).

10.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

10.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

10.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.

10.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Limited Partner as of the date first set forth above.

	GENERAL PARTNER:

	ALLIANCE GP, LLC


	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary


	LIMITED PARTNER:

	ALLIANCE RESOURCE GP, LLC


	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ALLIANCE HOLDINGS GP, L.P.

EX-3.2 3 a18-14924_1ex3d2.htm EX-3.2

Exhibit 3.2

Execution Version

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ALLIANCE HOLDINGS GP, L.P.

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Alliance Holdings GP, L.P., a Delaware limited partnership (the “Partnership”), is adopted, executed and agreed to by and among New AHGP GP, LLC, a Delaware limited liability company, as the General Partner, and Alliance Resource Partners, L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Pursuant to and in accordance with the Simplification Agreement, dated February 22, 2018 (the “Simplification Agreement”), by and among the Partnership, Alliance GP, LLC, Wildcat GP Merger Sub, LLC, MGP II, LLC, ARM GP Holdings, Inc., New AHGP GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, and Alliance Resource GP, LLC (“SGP”), this Agreement hereby amends and restates the Second Amended and Restated Agreement of Limited Partnership of Alliance Holdings GP, L.P., dated as of May 31, 2018 (the “Existing Agreement”). In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

RECITALS

WHEREAS, the Partnership was formed on November 10, 2005 and a Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware on such date;

WHEREAS, the prior Partners of the Partnership entered into an Amended and Restated Agreement of Limited Partnership, dated as of May 15, 2006, as amended by Amendment No. 1 thereto, dated October 25, 2007, as amended by Amendment No. 2 thereto, dated February 22, 2018;

WHEREAS, pursuant to the Simplification Agreement, the prior Partners of the Partnership entered into the Existing Agreement on May 31, 2018;

WHEREAS, pursuant to the Simplification Agreement, Alliance GP, LLC, the Departing General Partner, contributed the General Partner Interest (as defined below) to the General Partner and ceased to be the general partner of the Partnership, effective as of the date of this Agreement;

WHEREAS, pursuant to the Simplification Agreement, SGP contributed its Limited Partner Interest (as defined below) to the Limited Partner and ceased to be a limited partner of the Partnership, effective as of the date of this Agreement; and

WHEREAS, following the admission of the General Partner to the Partnership, the General Partner desires to amend and restate the Existing Agreement to reflect, among other things, that it is the sole General Partner of the Partnership, the Limited Partner is the sole Limited Partner of the Partnership and the other terms and provisions set forth herein.

ARTICLE I

DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such act.

“Departing General Partner” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner.

“General Partner” means New AHGP GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership (except as the context otherwise requires).

“Group Member” means a member of the Partnership and its Subsidiaries.

“Limited Partner” means Alliance Resource Partners, L.P., a Delaware limited partnership and its successors and permitted assigns that are admitted to the Partnership as limited partner of the Partnership (except as the context otherwise requires).

“Partner” means the General Partner or Limited Partner.

“Partnership” means Alliance Holdings GP, L.P., a Delaware limited partnership.

“Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who has purchased common units of the Partnership pursuant thereto.

ARTICLE II

ORGANIZATIONAL MATTERS

2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name “Alliance Holdings GP, L.P.”.

2.3 Principal Office; Registered Office.

2.4 Term. The Partnership shall continue in existence until an election to dissolve the Partnership by the General Partner.

ARTICLE III

PURPOSE

The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.

ARTICLE IV

TAX TREATMENT

ARTICLE V

MANAGEMENT AND OPERATIONS OF BUSINESS

ARTICLE VI

LIMITED LIABILITY OF LIMITED PARTNER

The Limited Partner shall have no liability under this Agreement except as provided in this Agreement or the Delaware Act.

ARTICLE VII

DISSOLUTION AND LIQUIDATION

The Partnership shall be dissolved, and its affairs shall be wound up as provided in Section 2.4.

ARTICLE VIII

AMENDMENT OF PARTNERSHIP AGREEMENT

ARTICLE IX

INDEMNIFICATION AND LIABILITY OF INDEMNITEES

9.1 Indemnification.

further, no indemnification pursuant to this Section 9.1 shall be available to the General Partner or its Affiliates (other than a Group Member) with respect to its or their obligations incurred pursuant to the Underwriting Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). Any indemnification pursuant to this Section 9.1 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(f) In no event may an Indemnitee subject the Limited Partner to personal liability by reason of the indemnification provisions set forth in this Agreement.

9.2 Liability of Indemnitees.

ARTICLE X

GENERAL PROVISIONS

10.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

10.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Limited Partner as of the date first set forth above.

GENERAL PARTNER:

NEW AHGP GP, LLC


By:	/s/ R. Eberley Davis
Name:	R. Eberley Davis
Title:	Senior Vice President, General Counsel and Secretary


LIMITED PARTNER:

ALLIANCE RESOURCE PARTNERS, L.P.

By:	Alliance Resource Management GP, LLC, its general partner

	By:	/s/ R. Eberley Davis
		Name:	R. Eberley Davis
		Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ALLIANCE HOLDINGS GP, L.P.

EX-3.3 4 a18-14924_1ex3d3.htm EX-3.3

Exhibit 3.3

Execution Version

AMENDMENT NO. 2

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

ALLIANCE RESOURCE PARTNERS, L.P.

May 31, 2018

This Amendment No. 2 (the “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of July 28, 2017, as amended by Amendment No. 1, dated as of February 22, 2018 (the “Partnership Agreement”), is entered into and effective as of the date hereof at the direction of Alliance Resource Management GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

RECITALS

WHEREAS, Section 5.1 of the Partnership Agreement currently provides as follows:

Section 5.1 Exchange of Incentive Distribution Rights and Economic General Partner Interest.

“As of the date hereof, pursuant to the IDR Contribution Agreement, the General Partner will contribute the Incentive Distribution Rights held by the General Partner and the economic general partner interest in the Partnership held by the General Partner to the Partnership in exchange for 56,100,000 Common Units and a non-economic General Partner Interest and (ii) ARGP will contribute its economic general partner interest in the Partnership and its general partner interest in the Intermediate Partnership to the Partnership in exchange for 7,181 Common Units. From the date hereof, effective immediately following the aforementioned transactions, the Incentive Distribution Rights shall no longer exist and the General Partner Interest shall be a non-economic general partner interest. The contribution of the economic general partner interest and the issuance of the non-economic General Partner Interest shall be deemed to happen simultaneously, with the effect that MGP was at all times a general partner of the Partnership.”

WHEREAS, the number of Common Units exchanged for ARGP’s general partner interests pursuant to the IDR Contribution Agreement was inaccurately calculated, and by the First Amendment to Contribution Agreement dated as of May 31, 2018, by and among the Partnership, the General Partner, ARGP, ARM GP Holdings, Inc., a Delaware corporation, MGP II, LLC, a Delaware limited liability company, and Alliance Holdings GP, L.P. (the “First Amendment”), the IDR Contribution Agreement has been amended to correct the error; and

WHEREAS, the General Partner wishes to amend the Partnership Agreement to reflect the 28,141 Common Units distributed to ARGP pursuant to the IDR Contribution Agreement, as amended by the First Amendment; and

WHEREAS, the General Partner is the general partner of the Partnership; and

WHEREAS, pursuant to Section 13.1 and Section 13.2 of the Partnership Agreement, the Partnership Agreement may be amended solely by the General Partner; and

WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners in any material respect.

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

1. Amendment. Section 5.1 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

Section 5.1 Exchange of Incentive Distribution Rights and Economic General Partner Interest.

“As of the date hereof, pursuant to the IDR Contribution Agreement, (i) the General Partner will contribute the Incentive Distribution Rights held by the General Partner and the economic general partner interest in the Partnership held by the General Partner to the Partnership in exchange for 56,100,000 Common Units and a non-economic General Partner Interest and (ii) ARGP will contribute its economic general partner interest in the Partnership and its general partner interest in the Intermediate Partnership to the Partnership in exchange for 28,141 Common Units. From the date hereof, effective immediately following the aforementioned transactions, the Incentive Distribution Rights shall no longer exist and the General Partner Interest shall be a non-economic general partner interest. The contribution of the economic general partner interest and the issuance of the non-economic General Partner Interest shall be deemed to happen simultaneously, with the effect that MGP was at all times a general partner of the Partnership.”

2. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

3. General Authority. The appropriate officers of the General Partner are hereby authorized to make such clarifying and conforming changes as they deem necessary or appropriate and to interpret the Partnership Agreement to give effect to the intent and purpose of this Amendment.

4. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws.

5. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

	GENERAL PARTNER:

	ALLIANCE RESOURCE MANAGEMENT GP, LLC

	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 2 TO

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

ALLIANCE RESOURCE PARTNERS, L.P.

EX-3.4 5 a18-14924_1ex3d4.htm EX-3.4

Exhibit 3.4

AMENDMENT NO. 3

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

ALLIANCE RESOURCE PARTNERS, L.P.

June 1, 2018

This Amendment No. 3 (the “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of July 28, 2017, as amended by Amendment No. 1, dated as of February 22, 2018 and Amendment No. 2, dated as of May 31, 2018 (the “Partnership Agreement”), is entered into and effective as of the date hereof at the direction of Alliance Resource Management GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

RECITALS

WHEREAS, Section 7.11 of the Partnership Agreement provides that the General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities;

WHEREAS, the Board of Directors of the General Partner may from time to time authorize implementation of a repurchase program of the Partnership’s Common Units subject to terms determined by the Board of Directors of the General Partner to be advisable and in the best interests of the Partnership;

WHEREAS, to facilitate the execution of repurchases of Common Units in accordance with any such repurchase program approved by the Board of Directors of the General Partner, the General Partner desires to amend the Partnership Agreement to clarify that the Partnership’s Available Cash may be used to effect repurchases of Common Units in accordance with Section 7.11 of the Partnership Agreement;

WHEREAS, the General Partner is the general partner of the Partnership;

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment does not adversely affect the Limited Partners in any material respect;

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

1. Amendment. Section 6.3(a) of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Available Cash with respect to each Quarter may, at the discretion of the General Partner, but subject to Section 17-607 of the Delaware Act, be (i) distributed in respect of repurchases by the Partnership of Common Units in accordance with Section 7.11 of this Agreement or (ii) distributed in accordance with this Article VI by the Partnership to the Limited Partners as of the Record Date selected by the General Partner in accordance with each Limited Partner’s Percentage Interest. Any distribution pursuant to clause (ii) of the preceding sentence shall be made within 45 days following the end of the applicable Quarter. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any Partner on account of its interest in the Partnership if such distribution would violate the Delaware Act or any other applicable law.”

2. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

4. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws.

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IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first written above.

	GENERAL PARTNER:

	ALLIANCE RESOURCE MANAGEMENT GP, LLC


	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

ALLIANCE RESOURCE PARTNERS, L.P.

EX-3.5 6 a18-14924_1ex3d5.htm EX-3.5

Exhibit 3.5

Execution Version

AMENDMENT NO. 1

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF

ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

This Amendment No. 1 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Partnership”), is entered into and executed by MGP II, LLC, a Delaware limited liability company (“MGP II”), effective this 31st day of May 2018.

RECITALS

WHEREAS, reference is herein made to that certain Amended and Restated Agreement of Limited Partnership of the Partnership dated effective as of August 20, 1999 (as amended hereby, the “Partnership Agreement”). Terms used but not defined herein shall have the meanings set forth in the Partnership Agreement;

WHEREAS, MGP II is the Managing General Partner of the Partnership;

WHEREAS, pursuant to Section 13.1 and Section 13.2 of the Partnership Agreement, the Partnership Agreement may be amended solely by the Managing General Partner; and

WHEREAS, MGP II wishes to amend the Partnership Agreement to reflect the admission of MGP II as the Managing General Partner of the Partnership and Alliance Resource Partners, L.P., a Delaware limited partnership, as the Special General Partner of the Partnership.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements contained herein, MGP II hereby agrees as follows:

1. Amendment to the Definition of “Managing General Partner”. The definition of “Managing General Partner” as set forth in Section 1.1 to the Partnership Agreement is hereby amended and restated in its entirety as follows:

““Managing General Partner” means MGP II, LLC and its successors and permitted assigns as managing general partner of the Partnership.”

2. Amendment to the Definition of “Special General Partner”. The definition of “Special General Partner” as set forth in Section 1.1 to the Partnership Agreement is hereby amended and restated in its entirety as follows:

““Special General Partner” means Alliance Resource Partners, L.P. and its successors and permitted assigns as special general partner of the Partnership.”

3. Amendment to Section 4.2 of the Partnership Agreement. Section 4.2 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“Section 4.2 Transfer of General Partner’s Partnership Interest.

(a) Subject to Section 4.2(b) below, a General Partner may transfer all or any of its General Partner Interest without the approval of any Partner or Assignee.

(b) Notwithstanding anything herein to the contrary, no transfer by a General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of such General Partner under this Agreement and to be bound by the provisions of this Agreement and (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). In the case of a transfer pursuant to and in compliance with this Section 4.2, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.4, be admitted to the Partnership as a General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.”

4. Ratification. MGP II hereby ratifies and confirms in all respects all actions heretofore taken by the Board of Directors consistent with the Partnership Agreement, as amended by this Amendment, including, without limitation, actions taken by the Board of Directors either by unanimous written consent or by the vote of a majority of the Board of Directors at any meeting at which a quorum was present.

5. No Other Changes. Other than as set forth herein, all of the other terms and provisions of the Partnership Agreement shall remain in full force and effect.

6. Defined Terms; Headings; Counterparts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Partnership Agreement. The headings contained in this Amendment are inserted for convenience only and shall not be used to interpret the terms hereof.

7. Governing Law. This Amendment shall be governed by, and construed under, the internal laws of the State of Delaware, without regard to principles of conflicts of laws, with all rights and remedies being governed by said laws.

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IN WITNESS WHEREOF, MGP II has executed this Amendment on the date first written above.

	MGP II, LLC

	By:	Alliance Holdings GP, L.P.

	By:	Alliance GP, LLC,
		its general partner

	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO AMENDMENT NO. 1 TO

AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF

ALLIANCE RESOURCE OPERATING PARTNERS, L.P.

EX-3.6 7 a18-14924_1ex3d6.htm EX-3.6

Exhibit 3.6

Execution Version

AMENDMENT NO. 2

AMENDED AND RESTATED OPERATING AGREEMENT
OF

ALLIANCE COAL, LLC

This Amendment No. 2 (the “Amendment”) to the Amended and Restated Operating Agreement of Alliance Coal, LLC, a Delaware limited liability company (the “Company”), dated effective as of August 20, 1999, as amended by Amendment No. 1, dated as of July 26, 2007 (as amended hereby, the “Operating Agreement”), is entered into and executed by MGP II, LLC, a Delaware limited liability company (“MGP II”), effective this 31st day of May 2018. Terms used but not defined herein shall have the meanings set forth in the Operating Agreement

RECITALS

WHEREAS, MGP II is the Managing Member of the Company;

WHEREAS, pursuant to Section 14.1(b) of the Operating Agreement, the Operating Agreement may be amended to reflect the admission of a Member solely by the Managing Member; and

WHEREAS, MGP II wishes to amend the Operating Agreement to reflect the admission of MGP II as the Managing Member of the Company.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements contained herein, MGP II hereby agrees as follows:

1. Amendment to the Definition of “Managing Member”. The definition of “Managing Member” as set forth in Section 1.1 to the Operating Agreement is hereby amended and restated in its entirety as follows:

““Managing Member” means MGP II, LLC and its predecessors, successors and permitted assigns as managing member of the Company.”

2. Amendment to Section 4.2 of the Operating Agreement. Section 4.2 of the Operating Agreement is hereby amended and restated in its entirety as follows:

“Section 4.2 Transfer of Managing Member’s Membership Interest.

(a) Subject to Section 4.2(b) below, the Managing Member may transfer all or any part of its interest as the general partner of the MLP without the approval of any Member or Assignee.

(b) Notwithstanding anything herein to the contrary, no transfer by the Managing Member of all or any part of its interest as a general partner of the MLP to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the Managing Member under this Agreement and to be bound by the provisions of this

Agreement and (ii) the Company receives an Opinion of Counsel that such transfer would not result in the loss of the limited liability of any Member or of the limited partners of the MLP or the OLP or cause the Company, the MLP or the OLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such). In the case of a transfer pursuant to and in compliance with this Section 4.2, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 11.4, be admitted to the Company as Managing Member immediately prior to the transfer of the Membership Interest, and the business of the Company shall continue without dissolution.”

3. Ratification. MGP II hereby ratifies and confirms in all respects all actions heretofore taken by the Board of Directors consistent with the Operating Agreement, as amended by this Amendment, including, without limitation, actions taken by the Board of Directors either by unanimous written consent or by the vote of a majority of the Board of Directors at any meeting at which a quorum was present.

4. No Other Changes. Other than as set forth herein, all of the other terms and provisions of the Operating Agreement shall remain in full force and effect.

5. Defined Terms; Headings; Counterparts. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Operating Agreement. The headings contained in this Amendment are inserted for convenience only and shall not be used to interpret the terms hereof.

6. Governing Law. This Amendment shall be governed by, and construed under, the internal laws of the State of Delaware, without regard to principles of conflicts of laws, with all rights and remedies being governed by said laws.

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IN WITNESS WHEREOF, MGP II has executed this Amendment on the date first written above.

	MGP II, LLC

	By:	Alliance Holdings GP, L.P.

	By:	Alliance GP, LLC,
		its general partner

	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO AMENDMENT NO. 2 TO

AMENDED AND RESTATED OPERATING AGREEMENT OF

ALLIANCE COAL, LLC

EX-3.7 8 a18-14924_1ex3d7.htm EX-3.7

Exhibit 3.7

Execution Version

THIRD AMENDED AND RESTATED

OPERATING AGREEMENT

ALLIANCE RESOURCE MANAGEMENT GP, LLC

This Third Amended and Restated Operating Agreement (this “Agreement”) of ALLIANCE RESOURCE MANAGEMENT GP, LLC, a Delaware limited liability company (the “Company”) is entered into and executed by Alliance GP, LLC (the “Member”) as of May 31, 2018.

RECITALS

WHEREAS, the Company was formed on June 28, 1999 and a Certificate of Formation was filed with the Secretary of State of the State of Delaware on such date;

WHEREAS, the prior members of the Company entered into an Amended and Restated Operating Agreement, dated as of August 20, 1999;

WHEREAS, a prior member of the Company entered into a Second Amended and Restated Operating Agreement, dated as of July 28, 2017 (as amended, the “Existing Agreement”); and

WHEREAS, the Member desires to amend and restate the Existing Agreement to reflect that the Member is the sole member of the Company and the other terms and provisions set forth herein.

1. FORMATION.

ALLIANCE RESOURCE MANAGEMENT GP, LLC (the “Company”) has been previously formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Delaware Limited Liability Company Act, as amended from time to time (the “Act”).

2. NAME.

The name of the Company is, and the business of the Company shall be conducted under the name of, “ALLIANCE RESOURCE MANAGEMENT GP, LLC”. The name of the Company may be changed from time to time by amendment of this Agreement and the Certificate. The Company may transact business under an assumed name by filing an assumed name certificate in the manner prescribed by applicable law.

3. TERM.

The Company commenced its existence on the effective date of the filing of the Certificate and shall continue in existence until it is dissolved and terminated by the affirmative action of the Member.

4. OFFICE.

The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.

5. PURPOSE.

The purpose and business of the Company shall be to (a) serve as the general partner of Alliance Resource Partners, L.P. (the “Partnership”) and/or (b) engage in any lawful activity for which limited liability companies may be organized under the Act. The Company and the Partnership are collectively referred to herein as the “Entities.”

6. MEMBER.

The name and business or mailing address of the Member is as follows:

Alliance GP, LLC

1717 South Boulder Avenue, Suite 400

Tulsa OK 74119

Attention: R. Eberley Davis

7. MANAGEMENT.

(a) Powers and Duties. As provided in this Agreement, all management powers over the business and affairs of the Company shall be (i) vested in a Board of Directors (the “Board of Directors”) and (ii) subject to the officers of the Company (the “Officers”), which Directors and Officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors on the one hand and of the Officers on the other hand shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are specified by the Board of Directors. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company.

In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any provision of this Agreement, the Board of Directors and the Officers shall have the full power and authority to do all things on such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of each of the Entities, on its own behalf and in its capacity as the general partner of the Partnership, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of any of the Entities; (iii) the use of the assets of the Entities (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of any of the Entities; (iv) the negotiation, execution and performance of any contracts, conveyances or other instruments; (v) the distribution of cash of any of the Entities; (vi) with respect to any of the Entities, as applicable, the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (vii) the maintenance of such insurance for the benefit of any of the Entities, as it deems necessary or appropriate; (viii) the acquisition or disposition of assets by any of the Entities; (ix) the formation of, or acquisition of an interest in, or the contribution of property to, any other entity by any of the Entities; (x) the control of any matters affecting the rights and obligations of any of the Entities, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; and (xi) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement.

(b) Number of Directors; Appointment and Removal. The Board of Directors shall consist of not less than one (1) and not more than seven (7) members, with the actual number to be as determined from time to time as determined by the Member, in its sole discretion. The members of the Board of Directors shall be appointed by the Member at such time and for such term as the Member shall determine. Any member of the Board of Directors may be removed, with or without cause and at any time, by the Member, in its sole discretion.

(i) each member of the Board of Directors shall have one vote;

(ii) the presence at a meeting of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business; and

(iii) the act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be deemed to constitute the act of the Board of Directors.

(d) Vacancies. In case any vacancy shall occur on the Board of Directors because of death, resignation, retirement, disqualification, removal, an increase in the authorized number of Directors or any other cause, such vacancy may be filled either by act of the Member or by majority approval of the then member(s) of the Board of Directors.

(e) Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors, provided that the Board of Directors shall hold at least four regular meetings in each year. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall

be designated by the Chairman of the Board on not less than two calendar days’ advance notice (specifying the time and place of the meeting and the agenda therefor) to each Director, given verbally or in writing either personally, by telephone, by facsimile transmission, by mail or by telegram.

(f) Special Meetings. Special meetings of the Board of Directors shall be held at the call of any Director at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than two calendar days’ advance notice (specifying the time and place of the meeting and the agenda therefor) to each Director, given verbally or in writing either personally, by telephone, by facsimile transmission, by mail or by telegram.

(g) Waiver of Notice. Notice of any regular or special meeting of the Board of Directors, or any committee thereof, need not be given to any member of the Board of Directors or any committee thereof if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting.

(h) Manner of Acting. Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all persons serving on the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

(i) Compensation. The Member, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. Each Director shall be entitled to reimbursement from the Company for his or her reasonable expenses incurred in attending meetings of the Board of Directors or any committee thereof.

(j) Committees. The Member or Board of Directors of the Company may, by resolution, designate one or more committees, each committee to consist of two or more members of the Board of Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors as provided in Section 7(a).

(k) Committee Procedure. Except as otherwise provided herein, each committee established pursuant to this Agreement shall adopt its own rules governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution adopted by the Member. Unless otherwise provided by any such rules or resolutions, notice of the time and place of each meeting shall be given to each member of such committee as provided herein with respect to notices of special meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors and to the Member when required.

8. RESTRICTIONS ON THE BOARD OF DIRECTORS’ AUTHORITY.

The Board of Directors may not take any action in contravention of this Agreement, including (a) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (b) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (c) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s rights and powers as Director to manage the business and affairs of the Entities.

9. OFFICERS

(a) Generally. The Board of Directors shall appoint agents of the Company, referred to as “Officers” of the Company. Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described below in this Section 9:

(i) Chairman. The Chairman, if one be elected, shall have and perform such duties as, from time to time, may be assigned to him by the Board of Directors;

(ii) President and Chief Executive Officer. A President and Chief Executive Officer who shall be the Chief Executive Officer of the Company and shall in general supervise and control all of the business and affairs of the Company, subject only to such limitations as may from time to time be imposed by the Board of Directors. The President and Chief Executive Officer may sign or designate to any other person the authority to sign debts, mortgages, bonds, contracts, and other instruments and the President and Chief Executive Officer shall, in general, perform all duties, incident to the office of president and other duties as may be prescribed by the Board of Directors;

(iii) Vice Presidents. One or more Senior Vice-Presidents, Vice-Presidents and a General Counsel and a Chief Financial Officer who shall serve and perform such duties as may be prescribed by the President and Chief Executive Officer or the Board of Directors from time to time;

(iv) Secretary. A Secretary who shall be the record keeper of the Company and shall maintain any and all records which are required to be kept. The Secretary shall keep a register of the name of each Member of the Company and whether the Member’s interest is subject to a pledge or other lien and shall in general perform all duties incident to the office of Secretary. There may also be one or more Assistant Secretaries who shall perform such of the Secretary’s duties and functions as may from time to time be designated by the Secretary, whether or not the Secretary is available;

(v) Treasurer. A Treasurer who shall have charge and custody and be responsible for all funds and securities to the Company, shall receive and give receipts for money due and payable to Company, shall deposit or direct others to deposit all such monies in the name of the Company in such banks, trust companies or other depositories as shall be designated by the Board of Directors or as the Treasurer shall determine, and shall in general, perform all duties incident to the office of Treasurer. There may also be one or more Assistant Treasurers who shall perform such of the Treasurer’s duties and functions as may from time to time be designated by the Treasurer, whether or not the Treasurer is available; and

(vi) Additional Officers. Such other officers with such duties as the Board of Directors may from time to time determine.

Notwithstanding any other provision of this Agreement, the one or more of the Officers may simultaneously serve as an officer of one or more of the affiliates of the Company.

(b) Appointment and Term of Office. The Officers shall be appointed by the Board of Directors at such time and for such term as the Board of Directors shall determine. Any Officer may be removed, with or without cause, only by the Board of Directors. Vacancies in any office may be filled only by the Board of Directors.

(c) Election of Officers, Qualification and Term. The Officers shall be appointed from time to time by the Board of Directors. Each such Officer shall hold office until a successor shall have been duly elected by the Board of Directors and shall have qualified in his or her stead unless the Member shall have provided otherwise in any particular case, or until such Officer shall have resigned and his or her resignation shall have become effective, or until such Officer shall have been removed in the manner hereinafter provided.

(d) Removal. Except as otherwise expressly provided in a contract duly authorized by the Board of Directors, any Officer may be removed, either with or without cause, at any time by resolution adopted by the Board of Directors.

(e) Resignations. Any Officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(f) Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by election by the Board of Directors.

(g) Salaries. The salaries of all Officers shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Company.

(h) Powers of Attorney. The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(i) Delegation of Authority. Unless otherwise provided by resolution of the Board of Directors, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

10. CAPITAL CONTRIBUTION.

(a) Contributions. If the Member previously made Capital Contributions, without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

(b) Loans from Member. Loans by the Member to the Company shall not constitute Capital Contributions. If the Member shall advance funds to the Company in excess of the amounts required hereunder to be contributed by it to the capital of the Company, the making of such excess advances shall not result in any increase in the amount of the Capital Account of such Member. The amount of any such excess advances shall be a debt obligation of the Company to such Member and shall be payable or collectible only out of the Company assets in accordance with the terms and conditions upon which such advances are made.

11. ALLOCATIONS AND DISTRIBUTIONS.

The Member shall be entitled to (a) receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) enjoy all other rights, benefits and interests in the Company.

12. GOVERNING LAW.

This Agreement shall be governed by, and construed under, the internal laws of the State of Delaware, without regard to principles of conflicts of laws, with all rights and remedies being governed by said laws.

13. INDEMNIFICATION.

(a) Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was an officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as an officer, employee or agent or in any other capacity while serving as such an officer, employee or agent, shall be indemnified and held harmless by the Company to the full extent authorized by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee

in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be an officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Section 13(b) with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the Act requires, an advancement of expenses incurred by an Indemnitee in such person’s capacity as an officer or employee (and not in any other capacity in which service was or is rendered by such Indemnitee while an officer or employee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Section 13, or otherwise.

(b) If a claim under Section 13(a) is not paid in full by the Company within 60 days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the Indemnitee shall be entitled to be paid also the expense of prosecuting such suit. The Indemnitee shall be presumed to be entitled to indemnification under this Section 13 upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the Company), and thereafter the Company shall have the burden of proof to overcome the presumption that the Indemnitee is not so entitled. Neither the failure of the Company (including its independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its independent legal counsel) that the Indemnitee is not entitled to indemnification, shall be a defense to the suit or create a presumption that the Indemnitee is not so entitled.

(c) The indemnification provided pursuant to this Section 13 shall not be deemed to be exclusive of any other rights to which any Indemnitee may be entitled under any agreement, as a matter of law, in equity or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the such Indemnitee.

(d) The Company may maintain insurance, at its expense, to protect itself and any officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act. The Company may enter into contracts with any Indemnitee in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 13.

(e) Any person who is or was serving as a director of a wholly owned subsidiary of the Company shall be deemed, for purposes of this Section 13 only, to be an officer or employee of the Company entitled to indemnification under this Section 13.

(f) The Company may, by action of the Board of Directors or the Member, from time to time, grant rights to indemnification and advancement of expenses to agents of the Company with the same scope and effect as the provisions of this Section with respect to the indemnification and advancement of expenses of officers and employees of the Company.

(g) No Indemnitee shall be liable to the Company for any act or omission based upon errors of judgment or other fault in connection with the business or affairs of the Company, except as provided for in the Act.

(h) Any indemnification pursuant to this Section 13 shall be payable only from the assets of the Company.

14. AMENDMENT.

Subject to the other provisions contained herein, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed by the Board of Directors or the Member and shall become effective upon its subsequent approval by the Board of Directors or the Member.

******

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the date first written above.

	MEMBER:

	ALLIANCE GP, LLC

	By:	/s/ R. Eberley Davis
	Name:	R. Eberley Davis
	Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF

ALLIANCE RESOURCE MANAGEMENT GP, LLC

EX-3.8 9 a18-14924_1ex3d8.htm EX-3.8

Exhibit 3.8

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT
OF

NEW AHGP GP, LLC

A Delaware Limited Liability Company

This Amended and Restated Limited Liability Company Agreement, dated as of May 31, 2018 (this “Agreement”), is adopted, executed and agreed to by Alliance Resource Partners, L.P., a Delaware limited partnership (the “Member”).

R E C I T A L S:

WHEREAS, New AHGP GP, LLC, a Delaware limited liability company (the “Company”), was formed pursuant to that certain Certificate of Formation filed with the Secretary of State of the State of Delaware on February 20, 2018;

WHEREAS, on February 20, 2018, the prior member of the Company entered into that certain Limited Liability Company Agreement of the Company (the “Original Agreement”); and

WHEREAS, the Member desires to amend and restate the Original Agreement to reflect the admission of Alliance Resource Partners, L.P. as the Member of the Company.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the Member does hereby amend and restate the Original Agreement, effective as of the date hereof, to provide, in its entirety, as follows:

1. Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (the “Act”). This Agreement shall be deemed to have become effective upon the formation of the Company.

2. Name. The name of the Company is “New AHGP GP, LLC”. All Company business shall be conducted in that name or such other names that comply with applicable law as the Member may select from time to time.

3. Principal Office in the United States; Other Offices. The principal office of the Company in the United States shall be located at such place as the Member may designate from time to time, which need not be in the State of Delaware. The Company may have such other offices as the Member may designate from time to time.

4. Term. The Company shall have a perpetual existence, unless and until it is dissolved in accordance with Section 12 below.

5. Registered Office; Registered Agent. The registered office and registered agent of the Company in the State of Delaware shall be as specified in the Certificate of Formation (the “Certificate”) or as determined by the Member from time to time in the manner provided by applicable law.

6. Purpose. The purpose of the Company is to engage in any lawful business, purpose or activity for which limited liability companies may be formed under the Act.

7. Member. The “Member” of the Company is the entity set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time.

8. Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

9. Distributions. The Member shall be entitled to (a) receive 100% of all distributions (including, without limitation, liquidating distributions) made by the Company and (b) enjoy all other rights, benefits and interests in the Company.

10. Management.

a. The management of the Company is fully reserved to the Member, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and shall be authorized to take any and all actions for the Company.

b. The Member may designate one or more other persons to be officers of the Company (each, an “Officer”) to assist in carrying out the Member’s decisions and the day-to-day activities of the Company. Officers are not “managers” as that term is used in the Act. Any Officers who are so designated shall have such titles and authority and perform such duties as the Member may delegate to them. The salaries or other compensation, if any, of the Officers of the Company shall be fixed by the Member. Any Officer may be removed as such, either with or without cause, by the Member and any vacancy occurring in any office of the Company may be filled by the Member. Designation of an Officer shall not of itself create contract rights.

11. Ownership. The Member is the holder of 1,000 Units of the Company representing 100% of the Membership Interests in the Company. “Membership Interest” means the ownership interest (on a percentage basis) of the members in the Company, including, without limitation, rights to distributions, allocations, information, and to consent to or approve. The Member shall have the right to assign all or a portion of such Membership Interests.

12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) of the Act) will cause the Company to dissolve.

13. Liability.

a. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided herein or by applicable law.

b. The Company shall indemnify and hold harmless (i) any Officers of the Company and (ii) the Members and its respective partners, shareholders, officers, directors, managers, employees, agents and representatives, and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons, in each case, to the fullest extent permitted by applicable law.

14. Amendment. This Agreement may be amended from time to time only with the written consent of the Member.

15. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware (excluding its conflict-of-laws rules).

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the date first written above.

SOLE MEMBER:

Alliance Resource Partners, L.P.

By:	Alliance Resource Management GP, LLC,
	its general partner

	By:	/s/ R. Eberley Davis
		Name:	R. Eberley Davis
		Title:	Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO THE

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

NEW AHGP GP, LLC

EXHIBIT A

MEMBER		UNITS		MEMBERSHIP INTEREST
Alliance Resource Partners, L.P.		1,000		100	%

EXHIBIT A TO THE

LIMITED LIABILITY COMPANY AGREEMENT OF

NEW AHGP GP, LLC

EX-10.1 10 a18-14924_1ex10d1.htm EX-10.1

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO

CONTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is hereby made and entered into and effective as of the 31st day of May, 2018 (“Effective Date”), by and among Alliance Resource Partners, L.P., a Delaware limited partnership (the “Partnership”), Alliance Resource Management GP, LLC, a Delaware limited liability company (“ARLP Managing GP”), Alliance Resource GP, LLC, a Delaware limited liability company (“ARLP Special GP” and together with ARLP Managing GP, the “General Partners”), ARM GP Holdings, Inc., a Delaware corporation (“ARMH, Inc.”), MGP II, LLC, a Delaware limited liability company (“MGP II”), and Alliance Holdings GP, L.P., a Delaware limited partnership (“AHGP”). Each of the Partnership, ARLP Managing GP, ARLP Special GP, ARMH, Inc., MGP II and AHGP is referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties entered into that certain Contribution Agreement dated July 28, 2017 by and among the Parties (the “Original Agreement”); and

WHEREAS, the Parties intended for the aggregate number of Exchange Units issued to ARLP Special GP pursuant to the Original Agreement to bear the same ratio to the annualized cash distributions received for the second quarter of 2017 in respect of its 0.01% general partner interest in ARLP and its 0.01% general partner interest in Alliance Resource Operating Partners, L.P., a Delaware limited partnership (“AROP”), that ARLP Special GP contributed to ARLP, as the aggregate number of Exchange Units issued to ARLP Managing GP in the Original Agreement bore to the annualized cash distributions for the second quarter of 2017 received by ARLP Managing GP in respect of its incentive distribution rights and 0.99% general partner interest in ARLP; and

WHEREAS, ARLP Special GP was issued 3,591 Exchange Units pursuant to Section 2.4 of the Original Agreement and 3,590 Exchange Units pursuant Section 2.5 of the Original Agreement, in each case for the consideration provided therein; and

WHEREAS, the calculation of the number of Exchange Units issued to ARLP Special GP pursuant to Section 2.4 and Section 2.5 of the Original Agreement was incorrectly calculated based on the quarterly distribution received by ARLP Special GP instead of such distribution amount annualized and therefore the number of Exchange Units issued to ARLP Special GP was insufficient; and

WHEREAS, the Parties desire to amend the Original Agreement pursuant to the terms and conditions of this Amendment in order to correct the error included in the Original Agreement regarding the number of Exchange Units issued to ARLP Special GP and make ARLP Special GP whole for the corresponding shortfall in cash distributions received by ARLP Special GP with respect to quarterly distributions paid on ARLP common units since the date of the Original Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

AGREEMENT

1. Amendment. The Original Agreement is hereby amended by adding new Section 2.10 which shall read as follows:

a. “Section 2.10 Subsequent Make-Whole Issuance and Distribution. In order to effect the intent that the contribution by ARLP Special GP in Section 2.4 and Section 2.5 be on a proportionate economic basis to the contribution by ARLP Managing GP in Section 2.2 and Section 2.3, upon finding that the number of Exchange Units initially issued to ARLP Special GP thereby was insufficient to result in such contribution being on a proportionate economic basis to the contribution by ARLP Managing GP, the Partnership shall issue to ARLP Special GP 20,960 Exchange Units and make a special payment of cash to ARLP Special GP in an amount equal to the cash distributions ARLP Special GP would have received from the Partnership if such additional Exchange Units had been outstanding on the date of the Original Agreement.”

2. Issuance of Units. In order to give effect to Section 1 hereof, effective as of the date of this Amendment, the Partnership shall issue 20,960 Exchange Units (the “New Units”) to ARLP Special GP.

3. Cash Payment. In order to give effect to Section 1 hereof, on the date of this Amendment, the Partnership shall make a cash payment to ARLP Special GP in an amount equal to $42,548.80, which represents the per Exchange Unit distribution of $2.03 that ARLP Special GP would have received pursuant to the distributions paid to the holders of common units representing limited partner interests in the Partnership since the date of the Original Agreement and prior to the date hereof if the New Units had been issued to ARLP Special GP on the date of the Original Agreement.

4. Ratification of the Amendment. Except as expressly modified and amended herein, all of the terms and conditions of the Original Agreement shall remain in full force and effect.

5. Governing Law. The laws of the State of Delaware shall govern the construction, interpretation and effect of this Amendment without giving effect to any conflicts of law principles.

6. Severability. In the event that any provision of this Amendment shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any of the parties to this Amendment, be deemed severed from this Amendment and every other provision of this Amendment shall remain in full force and effect.

[Signature Page Follows.]

IN WITNESS WHEREOF, this Amendment has been executed on behalf of each of the parties hereto effective as of the day and year first above written.

ALLIANCE RESOURCE PARTNERS, L.P.

By:	Alliance Resource Management GP, LLC,
	its general partner

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

ALLIANCE RESOURCE MANAGEMENT GP, LLC

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

ALLIANCE RESOURCE GP, LLC

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

ARM GP HOLDINGS, INC.

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

MGP II, LLC

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

ALLIANCE HOLDINGS GP, L.P.

By:	Alliance GP, LLC,
	its general partner

	By:	/s/ R. Eberley Davis
		Name: R. Eberley Davis
		Title: Senior Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

EX-99.1 11 a18-14924_1ex99d1.htm EX-99.1

Exhibit 99.1

PRESS RELEASE

	CONTACT:
	Brian L. Cantrell
	Alliance Holdings GP, L.P.
	Alliance Resource Partners, L.P.
	1717 South Boulder Avenue, Suite 400
	Tulsa, Oklahoma 74119
FOR IMMEDIATE RELEASE	(918) 295-7673

ALLIANCE RESOURCE PARTNERS, L.P. AND ALLIANCE HOLDINGS GP, L.P.

Announce Completion of Simplification Transactions and Board Approval of $100 Million Unit Repurchase Program

TULSA, OKLAHOMA, May 31, 2018 — Alliance Resource Partners, L.P. (NASDAQ: ARLP) announced today that it has closed the previously announced agreement pursuant to which, through a series of transactions (the “Simplification Transactions”), Alliance Holdings GP, L.P. (“AHGP”) became a wholly owned subsidiary of ARLP and all of the ARLP common units held by AHGP and its subsidiaries were distributed to the unitholders of AHGP in exchange for their AHGP common units. The Simplification Transactions were structured such that each AHGP unitholder now holds, directly after the transactions, the same economic share of ARLP and its subsidiaries that it held indirectly through AHGP before the transactions. As a result of the Simplification Transactions, all of the outstanding AHGP common units were canceled and ceased to be publicly traded on the Nasdaq Global Select Market.

Pursuant to a consent solicitation period, that expired at 11:59 p.m. Eastern on May 28, 2018, AHGP unitholders representing approximately 68% of the total outstanding AHGP common units delivered written consents approving the Simplification Transactions.

Highlights of the Simplification Transactions

The Simplification Transactions were intended to simplify the organizational structure of ARLP and AHGP, increase investor transparency, attract a broader investor base to a single, larger entity with increased public float and greater liquidity and eliminate the duplicative costs required to maintain two public companies.

Each person owning an AHGP common unit on May 31, 2018 will receive approximately 1.478 ARLP common units in exchange for each AHGP common unit owned by such person. Each registered holder entitled to receive a fractional ARLP common unit will, in lieu of such fractional unit, receive cash in amount equal to the volume weighted average trading price of the ARLP common units as reported by Bloomberg during the 20 trading day period ending on the third trading day immediately preceding the effective date of the Simplification Transactions. To the extent a broker facilitates a distribution of cash in lieu of fractional units, they should treat that

cash as a distribution from AHGP and withhold upon any such distributions to non-U.S. holders (as described more fully below) as appropriate.

ARLP also issued 1,322,388 ARLP common units in exchange for a 1.0001% general partner interest in Alliance Resource Operating Partners, L.P. and a 0.001% managing membership interest in Alliance Coal, LLC.

Unit Repurchase Program

ARLP also announced today that the Board of Directors of its general partner (the “Board”) has approved the establishment of a unit repurchase program authorizing ARLP to repurchase up to $100 million of its outstanding limited partner common units. The unit repurchase program announced today is intended to enhance ARLP’s ability to achieve its goal of creating long-term value for its unitholders and, along with management’s objective of increasing quarterly cash distributions, increases flexibility in the manner of returning cash to unitholders. Future unit repurchases and distributions will be subject to ongoing Board review and authorization and will be based on a number of factors, including ARLP’s financial and operating performance and other capital requirements as well as future economic, business and market conditions.

The unit repurchase program has no outside end date and ARLP may repurchase units from time to time in the open market or in other privately negotiated transactions. The unit repurchase program authorization does not obligate ARLP to repurchase any dollar amount or number of its units, and repurchases may be commenced or suspended from time to time without prior notice.

***

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of federal securities laws. All statements, other than historical facts included in this press release, including (but not limited to) references to the benefits of the proposed transactions may be forward-looking statements.

All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of ARLP and are difficult to predict. All forward-looking statements speak only as of the date of this press release. Although ARLP believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such forward-looking statements. ARLP undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

About Alliance Resource Partners, L.P.

ARLP is a diversified producer and marketer of coal to major United States utilities and industrial users. ARLP, the nation’s first publicly traded master limited partnership involved in the

production and marketing of coal, is currently the second largest coal producer in the eastern United States with mining operations in the Illinois Basin and Appalachian coal producing regions.

ARLP currently operates eight mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia as well as a coal loading terminal on the Ohio River at Mount Vernon, Indiana.

ARLP also generates income from a variety of other sources, including investments in oil and gas mineral interests and gas compression services.

News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission, are available at http://www.arlp.com. For more information, contact the investor relations department of Alliance Resource Partners, L.P. at (918) 295-7674 or via e-mail at investorrelations@arlp.com.

About Alliance Holdings GP, L.P.

As a result of the Simplification Transactions, all outstanding AHGP common units were canceled and ceased to be publicly traded on the Nasdaq Global Select Market, effective following the close of trading hours today.

Additional Withholding Information for Brokers

This announcement is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b), with respect to 100% of AHGP’s distributions of cash in lieu of fractional ARLP units to foreign investors which are attributable to gross income, gain or loss that is effectively connected with a United States trade or business. The cash in lieu of fractional ARLP units will be paid to the holders of ARLP fractional units as promptly as practicable after the determination of the amount of cash to be paid to such holders of fractional units. Accordingly, AHGP’s distributions of cash in lieu of fractional ARLP units to foreign investors are subject to federal income tax withholding at the highest applicable tax rate.

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