Exhibit 4.1
AMENDMENT NO. 1 TO INVESTOR RIGHTS
AGREEMENT
This Amendment
No. 1 to Investor Rights Agreement (this “
Amendment ”) is made and entered into effective as of
June 24, 2005, by and among FRC-WPP NRP Investment L.P., a
Delaware limited partnership (the “Investor”), Natural
Resource Partners L.P., a Delaware limited partnership (the
“Company”), NRP (GP) LP, a Delaware limited
partnership (“NRP (GP) LP”), and GP Natural
Resource Partners LLC, a Delaware limited liability company (the
“General Partner”, and collectively with the Company
and NRP (GP) LP, the “NRP Parties”), and amends
the Investor Rights Agreement dated December 22, 2003 by and
among the Investor and each of the NRP Parties (the
“Agreement”).
R E C I T A L S
A. The
Company is a limited partnership engaged in the business of owning
and managing coal properties (the “Business”). NRP
(GP) LP is the general partner of the Company. The General
Partner is the general partner of NRP (GP) LP.
B. The
parties hereto entered into the Agreement in connection with the
Investor’s purchase of 4,796,920 subordinated units of the
Company (the “ Subordinated Units ”).
C. In
connection with the Company’s registration of its
subordinated units pursuant to Section 12 of the Securities and
Exchange Act of 1934, as amended, and the registration statement on
Form S-3 to be filed by the Company with the U.S. Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended, registering for resale the Subordinated Units and the
common units of the Company (“Common Units”) issuable
upon conversion of the Subordinated Units, the parties hereto wish
to amend the Agreement as set forth below.
NOW, THEREFORE, in
consideration of the foregoing recitals, the mutual promises
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Agreement as follows:
1. The
definition of the term “Registrable Securities” as set
forth in Section 4.1(c) of the original Agreement is hereby
deleted and replaced by the following language:
“(c)
Registrable Securities . The term “ Registrable
Securities ” means (i) all subordinated units of the
Company now held or hereinafter acquired by the Investor;
(ii) all Common Units of the Company issued upon conversion of
the Subordinated Units held by the Investor or the conversion of
any additional subordinated units of the Company hereinafter
acquired by the Investor; and (iii) any additional Common
Units hereinafter otherwise acquired by the Investor.
Notwithstanding the foregoing, “Registrable Securities”
shall exclude any Registrable Securities sold by a person in a
transaction in which rights under this Section 4 are not
assigned in accordance with this Agreement or any Registrable
Securities sold in a public offering, whether sold pursuant to
Rule 144 promulgated under the Securities Act, or in a
registered offering, or otherwise.”
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2. Section 4.2(b)
of the original Agreement is hereby deleted and replaced with the
following language:
“(b)
Underwriting . If the Requesting Holders intend to
distribute the Registrable Securities covered by its request by
means of an underwritten offering, then it shall so advise the
Company as a part of the Demand Notice, and the Company shall
include such information in the Request Notice. In such event, the
right of any Holder to include his or her Registrable Securities in
such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless
otherwise mutually agreed by the Requesting Holders and such
Holder) as provided herein. The Company and all Holders proposing
to distribute their securities through such underwriting shall
enter into an underwriting agreement in customary form with the
managing underwriter or underwriters selected for such underwriting
by the Requesting Holders and reasonably acceptable to the Company.
All Holders, whether or not they are participating in such
offering, and the Company agree not to effect any sale, transfer,
assignment, pledge or conveyance of (including, without limitation,
taking any short position in) Common Units or subordinated units
(or any securities of the Company exchangeable or convertible into
Common Units) as follows: (i) with res
