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EXHIBIT 10.2
INVESTOR RIGHTS AGREEMENT
This Investor Rights Agreement
(this " Agreement ") is made and entered into effective as
of January 4, 2007, by and among Adena Minerals, LLC, a
Delaware limited liability company (the "Investor"), NRP
(GP) LP, a Delaware limited partnership (the " General
Partner "), and GP Natural Resource Partners LLC, a Delaware
limited liability (the " Company ") and Robertson Coal
Management LLC, a Delaware limited liability company (the " Sole
Member ," and collectively with the General Partner and the
Company, the " Partnership Parties "). The above-named
entities are sometimes referred to in this Agreement each as a "
Party " and collectively as the " Parties ."
R E C I T A L S
A. The Company is the general
partner of the General Partner.
B. In connection with the
execution and delivery of this Agreement the Investor has entered
into an agreement to acquire 3,913,080 Common Units and 541,956
Class B Units of Natural Resource Partners L.P., a Delaware
limited partnership (the " Partnership "), (each as defined
in that certain Second Amended and Restated Agreement of Limited
Partnership of the Partnership dated of even date herewith) and an
aggregate 22% partner interest in the General Partner (pursuant to
that
certain Contribution Agreement dated as of
December 14, 2006 (the " Contribution Agreement ") by
and among the Partnership, the General Partner, NRP (Operating)
LLC, a wholly owned subsidiary of the Partnership, Adena and
Foresight Reserves LP) (such Common Units, Class B Units and
limited partner interests, collectively, the " Transaction
Interests ").
C. As a condition to the
Investor’s acquisition of the Transaction Interests, the
Partnership Parties have agreed to grant the Investor certain
management and investor rights as more fully set forth herein and
the Investor has agreed to be bound by the obligations set forth
herein.
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 as follows:
1. REPRESENTATIONS AND WARRANTIES .
1.1 Representations and
Warranties by the Investor : The Investor hereby represents and
warrants to the Partnership Parties as follows:
(a)
Authorization and Execution . (i) The Investor has all
requisite limited liability company power and authority to execute
and deliver this Agreement and to perform its obligations under
this Agreement; (ii) the execution, delivery and performance
of this Agreement by the Investor and the consummation of the
transactions contemplated hereby have been duly authorized by all
requisite limited liability company action on the part of the
Investor; (iii) this Agreement has been duly executed and
delivered by the Investor and constitutes a legal, valid
and binding obligation of the Investor, enforceable against it
in accordance with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’
rights and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law); and (iv) no governmental consent, approval,
authorization, notification, license or clearance, and no filing or
registration by the Investor with any governmental or regulatory
authority, is required in order to permit the Investor to perform
its obligations under this Agreement, except for such as have been
obtained.
(b)
Non-Contravention . The execution and delivery by the
Investor of this Agreement, the performance by the Investor of its
obligations hereunder, the consummation of the transactions
contemplated hereby by the Investor and compliance by the Investor
with the provisions hereof do not conflict with or result in any
violation of, or default (with or without notice or lapse of time,
or both) under, or give rise to right of termination, cancellation
or acceleration of any obligation or to the loss of a benefit
under, or give rise to a right of purchase under, result in the
creation of any lien on any of the assets of the Investor or
otherwise result in a detriment to the Investor under, (i) the
certificate of formation or limited liability company operating
agreement of the Investor (each as amended to date), (ii) any
loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise or
license to which the Investor is a party or by which the Investor
or any of its properties or assets is bound, (iii) any joint
venture or ownership arrangement or (iv) any judgment, decree,
order, writ, statute, rule or regulation applicable to the Investor
or any of its properties or assets that would materially and
adversely affect the business, assets, liabilities, financial
condition, operations or prospects of the Investor.
1.2 Representations and
Warranties by the Partnership Parties . Each of the Partnership
Parties represents and warrants to the Investor as follows:
(a)
Authorization and Execution . (i) Each Partnership
Party has all requisite limited partnership or limited liability
company power and authority, as the case may be, to execute and
deliver this Agreement and to perform its obligations under this
Agreement; (ii) the execution, delivery and performance of
this Agreement by each Partnership Party and the consummation of
the transactions contemplated hereby have been duly authorized by
all requisite limited partnership or limited liability company
action, as the case may be, on the part of such Partnership Party;
(iii) this Agreement has been duly executed and delivered by each
Partnership Party and constitutes a legal, valid and binding
obligation of such Partnership Party, enforceable against it in
accordance with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’
rights and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law); and (iv) no governmental consent, approval,
authorization, notification, license or clearance, and no filing or
registration by any Partnership Party with any governmental or
regulatory authority, is required in order to permit any
Partnership Party to perform its obligations under this Agreement,
except for such as have been obtained.
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(b)
Non-Contravention . The execution and delivery by each
Partnership Party of this Agreement, the performance by each
Partnership Party of its obligations hereunder, the consummation of
the transactions contemplated hereby by each Partnership Party and
compliance by each Partnership Party with the provisions hereof do
not conflict with or result in any violation of, or default (with
or without notice or lapse of time, or both) under, or give rise to
right of termination, cancellation or acceleration of any
obligation or to the loss of a benefit under, or give rise to a
right of purchase under, result in the creation of any lien on any
of the assets of any Partnership Party or otherwise result in a
detriment to any Partnership Party under, (i) the certificate
of limited partnership, certificate of formation, agreement of
limited partnership or limited liability company operating
agreement of any Partnership Party (each as amended to date),
(ii) any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit,
concession, franchise or license to which any Partnership Party is
a party or by which any Partnership Party or any of its properties
or assets is bound, (iii) any joint venture or ownership
arrangement or (iv) any judgment, decree, order, writ,
statute, rule or regulation applicable to any Partnership Party or
any of its properties or assets that would materially and adversely
affect the business, assets, liabilities, financial condition,
operations or prospects of such Partnership Party.
2. MANAGEMENT RIGHTS .
2.1 The Investor shall be entitled
to designate two directors of the board of directors (the "
Board ") of the Company (including for purposes of this
Section 2 any Affiliate of the Company that serves as the
successor general partner of the General Partner) (the "
Investor Directors "), one of whom shall be an "Independent
Director" as such term is defined in the Company’s Fourth
Amended and Restated Limited Liability Company Agreement, as such
agreement may be amended from time to time (the " Operating
Agreement "). The Independent Director shall be subject to the
approval of Compensation, Nominating and Governance Committee (the
" Nominating Committee ") of the Board, which approval shall
not be unreasonably withheld, delayed or conditioned. On or before
April 4, 2007, the Investor shall provide the Company with a
notice (the " Director Notice ") identifying the Independent
Director. The Sole Member shall cooperate with respect to electing
the directors designated by the Investor, including nominating the
Investor Directors for election and voting in favor of the Investor
Directors designated by the Investor (who, with respect to the
Independent Director, shall be the individual designated
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