EXHIBIT 3.6
AMENDMENT NO. 2 TO
AMENDED AND RESTATED OPERATING AGREEMENT
OF
ALLIANCE RESOURCE MANAGEMENT GP, LLC
This Amendment No. 2 to the Amended and Restated Operating Agreement of
ALLIANCE RESOURCE MANAGEMENT GP, LLC, a Delaware limited liability company (the
"Company"), by and among Alliance Management Holdings, LLC, a Delaware limited
liability company ("AMH"), Beacon-Alliance Limited Member, LLC, a Delaware
limited liability company ("BALM"), Beacon-Alliance Managing Member, LLC, a
Delaware limited liability company ("BAMM") and Xxxxxx X. Xxxxxxx (the
"Organizational Member"), dated as of August 20, 1999, is entered into and
executed by AMH, BALM and BAMM (collectively, the "Members") this ____ day of
July, 2001 with effect as of the Effective Date (as hereinafter defined).
Recitals
WHEREAS, the Members and the Organizational Member entered into the
Amended and Restated Operating Agreement of Alliance Resource Management GP,
LLC, dated as of August 20, 1999 (the "Amended and Restated Operating
Agreement"), pursuant to which the Organizational Member withdrew from the
Company as a member thereof and the Members amended and restated in its entirety
the Operating Agreement of the Company, effective June 28, 1999, entered into by
the Organizational Member;
WHEREAS, the Members have heretofore amended the Amended and Restated
Operating Agreement pursuant to Amendment No. 1 to the Amended and Restated
Operating Agreement of the Company, entered into as of November 30, 1999 (the
Amended and Restated Operating Agreement, as amended by such Amendment No. 1,
the "Agreement"); and
WHEREAS, the Members wish to further amend the Agreement upon the terms
set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants,
conditions and agreements contained herein, the Members hereby determine as
follows:
1. Amendment to Section 7(b) of the Agreement. Section 7(b) of the
Agreement is hereby amended by deleting the first sentence thereof and
substituting therefor the following sentence:
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The Board of Directors shall consist of not less than one and not more
than seven members, with the actual number to be as determined from
time to time as determined by the Members, in their sole discretion, by
resolution or otherwise.
2. Effective Date; Ratification. The Members hereby agree that this
Amendment No. 2 shall be deemed to be effective as of August 22, 2000 (the
"Effective Date") and shall have the same legal force and effect as though
entered into on and as of the Effective Date. The Members hereby ratify and
confirm in all respects all actions heretofore taken by the Board of Directors,
including, without limitation, actions taken by the Board of Directors comprised
or consisting of seven members either by unanimous written consent or by the
vote of a majority of a quorum of the Board of Directors at any meeting at which
a quorum was present.
3. No Other Changes. Other than as set forth in paragraph 1 above, all
of the other terms and provisions of the Agreement shall remain in full force
and effect.
4. Defined Terms; Headings; Counterparts. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the
Agreement. The headings contained in this Amendment No. 2 are inserted for
convenience only and shall not be used to interpret the terms hereof. This
Amendment No. 2 may be signed by the parties hereto in separate counterparts,
and each such counterpart, when taken together, shall constitute one and the
same instrument.
5. Governing Law. This Amendment No. 2 to the 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.
******
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IN WITNESS WHEREOF, AMH, BALM and BAMM have executed this Amendment No.
2 on the date first written above with effect as of the Effective Date.
MEMBERS:
ALLIANCE MANAGEMENT HOLDINGS, LLC
By: Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx, III, as joint
tenants with right of survivorship
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxx, III
------------------------------------------------
Xxxxxx X. Xxxxx, III
BEACON-ALLIANCE LIMITED MEMBER, LLC
By: MPC Partners, LP
its Member
By: Energy Sub Fund, Inc.
its general partner
By: /s/ Xxxx X. XxxXxxxxxxx
-----------------------------------------
Xxxx X. XxxXxxxxxxx
Title: Partner
-----------------------------------------
By: The Beacon Group Investors II, LLC
its Member
By: The Beacon Group, LLC
its sole member
By: The Beacon Group, LP
its managing member
By: /s/ Xxxx X. XxxXxxxxxxx
-------------------------------------
Xxxx X. XxxXxxxxxxx
Title: Partner
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BEACON-ALLIANCE MANAGING MEMBER, LLC
By: The Beacon Group Investors II, LLC
its sole Member
By: The Beacon Group, LLC
its sole member
By: The Beacon Group, LP
its managing member
By: /s/ Xxxx X. XxxXxxxxxxx
-------------------------------------
Xxxx X. XxxXxxxxxxx
Title: Partner
-------------------------------------
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