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THIRD AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
This Amendment
No. 1 (this “ Amendment No. 1
”) to the Third Amended and Restated Limited Partnership
Agreement (the “ Partnership Agreement
”), dated as of January 4, 2007, of NRP (GP) LP, a
Delaware limited partnership (the “ Partnership
”), is hereby adopted by GP Natural Resource Partners LLC, a
Delaware limited liability company (the “ General
Partner ”), as general partner of the Partnership.
Capitalized terms used but not defined herein are used as defined
in the Partnership Agreement.
WHEREAS ,
Section 3.2(b) of the Partnership Agreement provides that the
Partnership may offer additional Partnership Interests to any
Person with the approval of the General Partner and the terms of
admission or issuance may be reflected in an amendment to the
Partnership Agreement, including an amendment to Schedule I to
reflect revised Percentage Interests and IDR Percentage Interests;
and
WHEREAS ,
Section 11.2(b) provides that the General Partner may make any
amendments to any of the Schedules to the Partnership Agreement
from time to time to reflect transfers of Partnership Interests and
issuances of additional Partnership Interests; and
WHEREAS ,
the General Partner deems it in the best interest of the
Partnership to effect this Amendment No.1 in order to provide for
the issuance of the General Partner Limited Partnership Interest to
Adena Minerals, LLC, a Delaware limited liability company (“
Adena ”), in connection with the consummation
of the acquisition by the Partnership and Natural Re
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