Natural Resource Partners Lp Sample Contracts

LEASE AMENDMENT NO. 1
Lease • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining
NRP (GP) LP
Limited Partnership Agreement • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Delaware
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT By and between BLC PROPERTIES LLC
Purchase and Sale Agreement • January 5th, 2004 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Kentucky
WITNESSETH:
Credit Agreement • August 13th, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Pennsylvania
FORM OF
Credit Agreement • September 9th, 2002 • Natural Resource Partners Lp • Bituminous coal & lignite mining
EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Delaware
BY AND AMONG
Credit Agreement • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 16, 2015 among NRP (OPERATING) LLC as Borrower the Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent and Collateral Agent CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO...
Credit Agreement • June 18th, 2015 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 16, 2015, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and Collateral Agent.

GUARANTY
Guaranty • November 12th, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Delaware
EXECUTION VERSION OMNIBUS AGREEMENT
Omnibus Agreement • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining
EXHIBIT 4.2 [FORM OF SERIES A NOTE] NRP (OPERATING) LLC 5.55% SENIOR NOTE, SERIES A, DUE JUNE 19, 2023
Senior Note Agreement • June 23rd, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining
NATURAL RESOURCE PARTNERS L.P., NRP FINANCE CORPORATION 9.125% SENIOR NOTES DUE 2025
Indenture • May 2nd, 2019 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

This Indenture, dated as of April 29, 2019, is among Natural Resource Partners L.P., a Delaware limited partnership (the “Company”), NRP Finance Corporation., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).

TERM LOAN AGREEMENT dated as of January 23, 2013 among NRP (OPERATING) LLC as Borrower The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS, INC. WELLS FARGO SECURITIES, LLC and COMPASS BANK as Joint Lead...
Term Loan Agreement • January 25th, 2013 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

TERM LOAN AGREEMENT (this “Agreement”) dated as of January 23, 2013, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT INDEX
Contribution, Conveyance and Assumption Agreement • July 3rd, 2002 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Texas
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 6th, 2017 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 16, 2015, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and Collateral Agent.

300,000,000 Revolving Loan AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2007 among NRP (OPERATING) LLC, as Borrower The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS, INC. and WACHOVIA CAPITAL...
Credit Agreement • March 29th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 28, 2007, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

175,000,000 Revolving Loan CREDIT AGREEMENT dated as of October 29, 2004 among NRP (OPERATING) LLC, as Borrower The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • November 3rd, 2004 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

CREDIT AGREEMENT (this “Agreement”) dated as of October 29, 2004, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

NATURAL RESOURCE PARTNERS L.P. 8,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 8th, 2014 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

This is to confirm the agreement among GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”), NRP (GP) LP, a Delaware limited partnership (the “General Partner”) and the Partnership (each an “NRP Party,” and collectively, the “NRP Parties”), and the Underwriters concerning the purchase of the Firm Units and the Option Units from the Partnership by the Underwriters.

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P.
Agreement of Limited Partnership • April 19th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P., dated as of April 18, 2007, is entered into by and among NRP (GP) LP, a Delaware limited partnership, as the General Partner, and the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.

NATURAL RESOURCE PARTNERS L.P. NRP FINANCE CORPORATION $300,000,000 9.125% Senior Notes due 2025 Purchase Agreement
Purchase Agreement • April 22nd, 2019 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

First Interest Payment Date December 30, 2019 Spread to Treasury: +667 basis points Benchmark: UST 2.750% due June 30, 2025 Optional Redemption: On and after October 30, 2021, at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest: Commencing Price October 30, 2021 104.563% October 30, 2022 102.281% October 30, 2023 and thereafter 100.000% Equity Clawback: Up to 35% at 109.125%, prior to October 30, 2021, plus accrued and unpaid interest Make Whole Redemption: Prior to October 30, 2021 all or part of the notes at 100% of principal amount plus the Make Whole Premium and accrued and unpaid interest. Change of Control: Putable at 101% of principal, plus accrued and unpaid interest Distribution: 144A/Regulation S without registration rights (144A for life) Trade Date: April 17, 2019 Settlement Date: April 29, 2019 (T+7)The settlement date of April 29, 2019 is the seventh business day following the Trade Date (such settl

FORM OF COAL MINING LEASE
Coal Mining Lease • March 4th, 2004 • Natural Resource Partners Lp • Bituminous coal & lignite mining
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 7th, 2016 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 16, 2015, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent and Collateral Agent.

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P.
Limited Partnership Agreement • March 6th, 2017 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P., dated as of March 2, 2017, is entered into by and among NRP (GP) LP, a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership as provided herein.

Form of Phantom Unit Award Agreement (Non-Employee Director with Deferral)
Phantom Unit Award Agreement • February 27th, 2020 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

This Phantom Unit Award Agreement (this “Agreement”) is made and entered into as of [●] (the “Date of Grant”) by and between GP Natural Resource Partners LLC, a Delaware limited liability company (“GP LLC”), and [●] (“you” or “Service Provider”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Natural Resource Partners L.P. 2017 Long Term Incentive Plan (the “Plan”).

AMONG ARCH COAL, INC. AND ARK LAND COMPANY AND ACIN LLC
Royalty Pass-Through Agreement and Guaranty • March 31st, 2003 • Natural Resource Partners Lp • Bituminous coal & lignite mining • Missouri
Form of Series I Note] NRP (Operating) LLC
Senior Note Agreement • May 5th, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to that certain Fourth Supplement dated as of April 20, 2011 (as from time to time amended and supplemented, the “Supplement”) to Note Purchase Agreements, dated as of June 19, 2003, as from time to time amended and supplemented, between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 14(b) of the Supplement.

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GP NATURAL RESOURCE PARTNERS LLC dated as of October 31, 2013
Limited Liability Company Agreement • October 31st, 2013 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GP NATURAL RESOURCE PARTNERS LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 31st day of October, 2013 by the Person executing this Agreement on the signature pages hereto as a member (together with such other Persons that may hereafter become members as provided herein, referred to collectively as the “Members” or individually, as a “Member”) and the Company.

Form of Series G Note] NRP (Operating) LLC
Senior Note Agreement • May 7th, 2009 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining

For Value Received, the undersigned, NRP (Operating) LLC (herein called the “Company"), a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars on March 25, 2024, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 8.92% per annum from the date hereof, payable semi-annually, on the 25th day of March and September in each year, commencing with the March or September next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Supplement referred to below), payable semi-annually, as aforesaid (or, at the option of the registered holder hereof, on dema

300,000,000 Revolving Loan SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 10, 2011 among NRP (OPERATING) LLC as Borrower The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS, INC. and WELLS...
Credit Agreement • August 11th, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 10, 2011, among NRP (OPERATING) LLC, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

Form of Series K Note] NRP (Operating) LLC
Senior Note Agreement • October 3rd, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to that certain Fourth Supplement dated as of April 20, 2011 (as from time to time amended and supplemented, the “Supplement”) to Note Purchase Agreements, dated as of June 19, 2003, as from time to time amended and supplemented, between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 14(b) of the Supplement.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 25th, 2013 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into as of January 23, 2013, by and among NRP (OPERATING) LLC, a Delaware limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereto (together with each other person who becomes a Lender, collectively the “Lenders”), and CITIBANK, N.A., a national banking association, as Administrative Agent for the Lenders.

NATURAL RESOURCE PARTNERS L.P. 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

This agreement (this “Agreement”) is to confirm the agreement among GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”), NRP (GP) LP, a Delaware limited partnership (the “General Partner”) and the Partnership (each, an “NRP Party,” and collectively, the “NRP Parties”), the Underwriters and the Selling Unitholder concerning the purchase of the Firm Units and the Option Units from the Selling Unitholder by the Underwriters.