TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
NATURAL RESOURCE PARTNERS L.P.
This Amendment
No. 2 (this “ Amendment No. 2 ”) to
the First Amended and Restated Agreement of Limited Partnership of
Natural Resource Partners L.P. (the “ Partnership
”) is entered into effective as of August 2, 2005, by
NRP (GP) LP, a Delaware limited partnership (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 ,
the General Partner, the Organizational Limited Partner and the
Limited Partners of the Partnership entered into that certain First
Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of October 17, 2002 (the “
Partnership Agreement ”);
WHEREAS ,
the General Partner entered into Amendment No. 1 to the
Partnership Agreement dated as of December 8, 2003;
WHEREAS ,
Section 13.1(d)(i) of the Partnership Agreement provides that
the General Partner may amend any provision of the Partnership
Agreement without the approval of any Partner or Assignee to
reflect a change that, in the discretion of the General Partner,
does not adversely affect the Limited Partners (including any
particular class of Partnership Interests as compared to other
classes of Partnership Interests) in any material respect;
and
WHEREAS ,
acting pursuant to the power and authority granted to the General
Partner under Section 13.1(d)(i) of the Partnership Agreement,
the General Partner has determined that the following amendment to
the Partnership Agreement does not adversely affect the Limited
Partners (including any particular class of Partnership Interests
as compared to other classes of Partnership Interests) in any
material respect.
NOW
THEREFORE , the General Partner does hereby amend the
Partnership Agreement as follows:
(a) Section 5.8(c)
of the Partnership Agreement is hereby amended and restated to read
in its entirety as follows:
“(c) In the
event that less than all of the Outstanding Subordinated Units
shall convert into Common Units pursuant to Section 5.8(a) or
5.8(b) at a time when there shall be more than one holder of
Subordinated Units, then the Subordinated Units that are to be
converted into Common Units shall be allocated among the holders of
Subordinated Units pro rata based on the number of Subordinated
Units held by each such holder as of the Record Date for the
distribution of Available Cash to Partners immediately after which
such conversion shall occur; provided, however,
notwithstanding any other
Amendment
No. 2
to
First Amended and Restated
Agreement of Limited Partnership
of Natural Resource Partners
L.P.
