##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-31465
 NATURAL RESOURCE PARTNERS L.P.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    35-2164875
(I.R.S. Employer
Identification No.)
 601 Jefferson Street, Suite 3600
Houston, Texas 77002
(Address of principal executive offices)

(Zip Code)
 (713) 751-7507
(Registrants telephone number, including area code)
 þ o
 o o
  þ Large Accelerated Filer
    
    o Accelerated Filer
    
    o Non-accelerated Filer
(Do not check if a smaller reporting company)
    
    o Smaller Reporting Company
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2010 and December 31, 2009
    
    
    4Consolidated Statements of Income For the Three Months Ended March 31,
2010 and 2009
    
    
    5Consolidated Statements of Cash Flows For the Three Months Ended March 31,
2010 and 2009
    
    
    6Notes to Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of OperationsExecutive Overview
    
    
    16Results of Operations
    
    
    20Liquidity and Capital Resources
    
    
    21Related Party Transactions
    
    
    23Environmental
    
    
    24ITEM 3. Quantitative And Qualitative Disclosures About Market Risk
    
    
    24ITEM 4. Controls And Procedures
    
    
    25PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    26ITEM 1A. Risk Factors
    
    
    26ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26ITEM 3. Defaults Upon Senior Securities
    
    
    26ITEM 4. (Removed and Reserved)
    
    
    26ITEM 5. Other Information
    
    
    26ITEM 6. Exhibits
    
    
    27Signatures
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Forward-Looking Statements
     3




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Part I. Financial Information
 
 Item 1. Financial Statements
 NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    62,856
    
    
    $
    82,634Accounts receivable, net of allowance for doubtful accounts
    
    
    28,268
    
    
    
    27,141Accounts receivable  affiliate
    
    
    5,334
    
    
    
    4,342Other
    
    
    771
    
    
    
    930Total current assets
    
    
    97,229
    
    
    
    115,047Land
    
    
    24,343
    
    
    
    24,343Plant and equipment, net
    
    
    62,274
    
    
    
    64,351Coal and other mineral rights, net
    
    
    1,193,908
    
    
    
    1,151,835Intangible assets, net
    
    
    163,794
    
    
    
    164,554Loan financing costs, net
    
    
    2,777
    
    
    
    2,891Other assets, net
    
    
    508
    
    
    
    569Total assets
    
    $
    1,544,833
    
    
    $
    1,523,590LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    681
    
    
    $
    914Accounts payable  affiliates
    
    
    179
    
    
    
    179Obligation related to acquisition
    
    
    4,477
    
    
    
    2,969Current portion of long-term debt
    
    
    32,235
    
    
    
    32,235Accrued incentive plan expenses  current portion
    
    
    3,851
    
    
    
    4,627Property, franchise and other taxes payable
    
    
    5,112
    
    
    
    6,164Accrued interest
    
    
    3,164
    
    
    
    10,300Total current liabilities
    
    
    49,699
    
    
    
    57,388Deferred revenue
    
    
    80,031
    
    
    
    67,018Accrued incentive plan expenses
    
    
    5,626
    
    
    
    7,371Long-term debt
    
    
    657,395
    
    
    
    626,587Partners capital:Common units outstanding: (69,451,136)
    
    
    726,797
    
    
    
    747,437General partners interest
    
    
    12,886
    
    
    
    13,409Holders of incentive distribution rights
    
    
    12,983
    
    
    
    4,977Accumulated other comprehensive loss
    
    
    (584
    )
    
    
    (597
    )Total partners capital
    
    
    752,082
    
    
    
    765,226Total liabilities and partners capital
    
    $
    1,544,833
    
    
    $
    1,523,590
  4




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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)
 Three Months EndedMarch 31,2010
    
    
    2009(Unaudited)Revenues:Coal royalties
    
    $
    47,161
    
    
    $
    52,607Aggregate royalties
    
    
    891
    
    
    
    1,650Coal processing fees
    
    
    1,644
    
    
    
    1,900Transportation fees
    
    
    2,775
    
    
    
    2,096Oil and gas royalties
    
    
    1,099
    
    
    
    1,493Property taxes
    
    
    2,651
    
    
    
    3,211Minimums recognized as revenue
    
    
    3,374
    
    
    
    223Override royalties
    
    
    2,967
    
    
    
    2,548Other
    
    
    957
    
    
    
    1,005Total revenues
    
    
    63,519
    
    
    
    66,733Operating costs and expenses:Depreciation, depletion and amortization
    
    
    11,368
    
    
    
    13,078General and administrative
    
    
    6,548
    
    
    
    7,506Property, franchise and other taxes
    
    
    3,734
    
    
    
    3,975Transportation costs
    
    
    265
    
    
    
    268Coal royalty and override payments
    
    
    692
    
    
    
    489Total operating costs and expenses
    
    
    22,607
    
    
    
    25,316Income from operations
    
    
    40,912
    
    
    
    41,417Other income (expense):Interest expense
    
    
    (10,729
    )
    
    
    (8,079
    )Interest income
    
    
    8
    
    
    
    82Net income
    
    $
    30,191
    
    
    $
    33,420Net income attributable to:General partner
    
    $
    344
    
    
    $
    441Holders of incentive distribution rights
    
    $
    12,983
    
    
    $
    11,381Limited partners
    
    $
    16,864
    
    
    $
    21,598Basic and diluted net income per limited partner unit
    
    $
    0.24
    
    
    $
    0.33Weighted average number of units outstanding
    
    
    69,451
    
    
    
    64,891
  5




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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Three Months EndedMarch 31,2010
    
    
    2009(Unaudited)Cash flows from operating activities:Net income
    
    $
    30,191
    
    
    $
    33,420Adjustments
to reconcile net income to net cash provided by operating activities:Depreciation, depletion and amortization
    
    
    11,368
    
    
    
    13,078Non-cash interest charge, net
    
    
    150
    
    
    
    882Change in operating assets and liabilities:Accounts receivable
    
    
    (2,119
    )
    
    
    (3,463
    )Other assets
    
    
    220
    
    
    
    267Accounts payable and accrued liabilities
    
    
    (233
    )
    
    
    (395
    )Accrued interest
    
    
    (7,136
    )
    
    
    (3,145
    )Deferred revenue
    
    
    13,013
    
    
    
    5,512Accrued incentive plan expenses
    
    
    (2,521
    )
    
    
    (466
    )Property, franchise and other taxes payable
    
    
    (1,052
    )
    
    
    (2,138
    )Net cash provided by operating activities
    
    
    41,881
    
    
    
    43,552Cash flows from investing activities:Acquisition of land, coal and other mineral rights
    
    
    (46,150
    )
    
    
    (95,641
    )Acquisition or construction of plant and equipment
    
    
    
    
    
    
    (1,157
    )Net cash used in investing activities
    
    
    (46,150
    )
    
    
    (96,798
    )Cash flows from financing activities:Proceeds from loans
    
    
    46,000
    
    
    
    303,000Deferred financing costs
    
    
    
    
    
    
    (661
    )Repayment of loans
    
    
    (15,192
    )
    
    
    (151,192
    )Retirement of obligation related to acquisitions
    
    
    (2,969
    )
    
    
    (40,000
    )Distributions to partners
    
    
    (43,348
    )
    
    
    (46,720
    )Net cash (used in) provided by financing activities
    
    
    (15,509
    )
    
    
    64,427Net increase (decrease) in cash and cash equivalents
    
    
    (19,778
    )
    
    
    11,181Cash and cash equivalents at beginning of period
    
    
    82,634
    
    
    
    89,928Cash and cash equivalents at end of period
    
    $
    62,856
    
    
    $
    101,109Supplemental cash flow information:Cash paid during the period for interest
    
    $
    17,700
    
    
    $
    10,280Non-cash financing activities:Obligation related to purchase of coal reserves and infrastructure
    
    $
    4,477
    
    
    $
    59,220
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NATURAL RESOURCE PARTNERS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Organization
      2. Significant Accounting Policies Update
 Reclassification
  Recent Accounting Pronouncements
    7




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3. Recent Acquisitions
 Northgate-Thayer.
 Massey-Override.
 AzConAgg.
 Colt.
 Blue Star.
 Gatling Ohio.
 Massey- Jewell Smokeless
 Macoupin.
 8




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4. Plant and Equipment
  March 31,
    
    
    December 31,2010
    
    
    2009(In thousands)(Unaudited)Plant and equipment at cost
    
    $
    81,866
    
    
    $
    81,866Accumulated depreciation
    
    
    (19,592
    )
    
    
    (17,515
    )Net book value
    
    $
    62,274
    
    
    $
    64,351
 Three months endedMarch 31,2010
    
    
    2009(In thousands)(Unaudited)Total depreciation expense on plant and equipment
    
    $
    2,077
    
    
    $
    1,887
 5. Coal and Other Mineral Rights
  March 31,
    
    
    December 31,2010
    
    
    2009(In thousands)(Unaudited)Coal and other mineral rights
    
    $
    1,511,587
    
    
    $
    1,460,984Less accumulated depletion and amortization
    
    
    (317,679
    )
    
    
    (309,149
    )Net book value
    
    $
    1,193,908
    
    
    $
    1,151,835
 Three months endedMarch 31,2010
    
    
    2009(In thousands)(Unaudited)Total depletion and amortization expense on coal and other mineral rights
    
    $
    8,530
    
    
    $
    10,600
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6. Intangible Assets
  March 31,
    
    
    December 31,2010
    
    
    2009(In thousands)(Unaudited)Above market contracts
    
    $
    172,706
    
    
    $
    172,706Less accumulated amortization
    
    
    (8,912
    )
    
    
    (8,152
    )Net book value
    
    $
    163,794
    
    
    $
    164,554
 For the three months endedMarch 31,2010
    
    
    2009(In thousands)(Unaudited)Total amortization expense on intangible assets
    
    $
    760
    
    
    $
    591
  Estimated amortization expense (In thousands)For remainder of year ended December 31, 2010
    
    $
    3,904For year ended December 31, 2011
    
    
    5,330For year ended December 31, 2012
    
    
    5,098For year ended December 31, 2013
    
    
    5,098For year ended December 31, 2014
    
    
    5,098
 10




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7. Long-Term Debt
  March 31,
    
    
    December 31,2010
    
    
    2009(In thousands)(Unaudited)$300 million floating rate revolving credit facility, due March 2012
    
    $
    74,000
    
    
    $
    28,0005.55% senior notes, with semi-annual interest payments in June and
December, maturing June 2013
    
    
    35,000
    
    
    
    35,0004.91% senior notes, with semi-annual interest payments in June and
December, with annual principal payments in June, maturing in June 2018
    
    
    43,700
    
    
    
    43,7008.38% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2013,
maturing in March 2019
    
    
    150,000
    
    
    
    150,0005.05% senior notes, with semi-annual interest payments in January and
July, with annual principal payments in July, maturing in July 2020
    
    
    84,615
    
    
    
    84,6155.31% utility local improvement obligation, with annual principal and
interest payments, maturing in March 2021
    
    
    2,115
    
    
    
    2,3075.55% senior notes, with semi-annual interest payments in June and
December, with annual principal payments in June, maturing in June 2023
    
    
    40,200
    
    
    
    40,2005.82% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2010,
maturing in March 2024
    
    
    210,000
    
    
    
    225,0008.92% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2014,
maturing in March 2024
    
    
    50,000
    
    
    
    50,000Total debt
    
    
    689,630
    
    
    
    658,822Less  current portion of long term debt
    
    
    (32,235
    )
    
    
    (32,235
    )Long-term debt
    
    $
    657,395
    
    
    $
    626,587
  2010
    
    $
    17,0422011
    
    
    31,5182012
    
    
    104,8012013
    
    
    87,2302014
    
    
    56,175Thereafter
    
    
    392,864$
    689,630
  
    
    Maintain a ratio of consolidated indebtedness to consolidated EBITDA (as defined in the
note purchase agreement) of no more than 4.0 to 1.0 for the four most recent quarters;
    
    not permit debt secured by certain liens and debt of subsidiaries to exceed 10% of
consolidated net tangible assets (as defined in the note purchase agreement); and
    
    maintain the ratio of consolidated EBITDA to consolidated fixed charges (consisting of
consolidated interest expense and consolidated operating lease expense) at not less than 3.5
to 1.0.
    11




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
    
    a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the credit
agreement) of 3.75 to 1.0 for the four most recent quarters; provided however, if during one
of those quarters we have made an acquisition, then the ratio shall not exceed 4.0 to 1.0
for the quarter in which the acquisition occurred and (1) if the acquisition is in the first
half of the quarter, the next two quarters or (2) if the acquisition is in the second half
of the quarter, the next three quarters; and
 
    
    a ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated
interest expense and consolidated lease operating expense) of 4.0 to 1.0 for the four most
recent quarters.
  8. Fair Value Measurements
   
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or
other inputs that are observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or liabilities. Level 3
assets and liabilities include financial instruments whose value is determined
using pricing models, discounted cash flow methodologies, or similar techniques, as
well as instruments for which the determination of fair value requires significant
management judgment or estimation.
  9. Net Income Per Unit Attributable to Limited Partners and Adoption of Two-Class Method
   12




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10. Related Party Transactions
 Reimbursements to Affiliates of our General Partner
   Transactions with Cline Affiliates
  Quintana Capital Group GP, Ltd.
    Office Building in Huntington, West Virginia
  11. Commitments and Contingencies
 Legal
  13




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Environmental Compliance
  Acquisition
  12. Major Lessees
  Three Months EndedMarch 31,(Dollars in thousands)(Unaudited)2010
    
    
    2009Revenues
    
    
    Percent
    
    
    Revenues
    
    
    PercentThe Cline Group
    
    $
    11,385
    
    
    
    18
    %
    
    $
    6,245
    
    
    
    9
    %Alpha Natural Resources
    
    
    6,080
    
    
    
    10
    %
    
    
    7,308
    
    
    
    11
    %
 13. Incentive Plans
    Outstanding grants at the beginning of the period
    
    
    653,598Grants during the period
    
    
    199,548Grants vested and paid during the period
    
    
    (133,782
    )Forfeitures during the period
    
    
    (832
    )Outstanding grants at the end of the period
    
    
    718,532
 14




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14. Distributions
  15. Subsequent Events
  Acquisitions
  Equity Offering
  Distributions
  Operations
  15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion of the financial condition and results of operations should be read
in conjunction with the historical financial statements and notes thereto included elsewhere in
this filing and the financial statements and footnotes included in the Natural Resource Partners
L.P. Form 10-K/A, as filed on March 3, 2010.
 
 Executive Overview
 Our Business
     Our Current Liquidity Position
    16




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Current Results
    Political, Legal and Regulatory Environment
    Massachusetts v.
EPA Massachusetts v. EPA Massachusetts v. EPA
 17




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Distributable Cash Flow
   Reconciliation of GAAP Net cash provided by operating activities  to Non-GAAP Distributable cash flow  (In thousands)
 For the Three Months EndedMarch 31,(Unaudited)2010
    
    
    2009Net cash provided by operating activities
    
    $
    41,881
    
    
    $
    43,552Less scheduled principal payments
    
    
    (15,192
    )
    
    
    (192
    )Less reserves for future principal payments
    
    
    (8,059
    )
    
    
    (8,059
    )Add reserves used for scheduled principal payments
    
    
    15,192
    
    
    
    192Distributable cash flow
    
    $
    33,822
    
    
    $
    35,493
 Recent Acquisitions
  Sierra Silica.
 North American Limestone.
 18




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Northgate-Thayer.
 Massey-Override.
 AzConAgg.
 Colt.
 Blue Star.
 Gatling Ohio.
 Massey- Jewell Smokeless
 Macoupin.
 19




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Results of Operations
 Three Months EndedMarch 31,
    
    
    Increase
    
    
    Percentage2010
    
    
    2009
    
    
    (Decrease)
    
    
    Change(In thousands, except percent and per ton data)(Unaudited)Coal:Coal royalty revenuesAppalachiaNorthern
    
    $
    4,417
    
    
    $
    3,043
    
    
    $
    1,374
    
    
    
    45
    %Central
    
    
    31,808
    
    
    
    37,878
    
    
    
    (6,070
    )
    
    
    (16
    %)Southern
    
    
    4,200
    
    
    
    5,097
    
    
    
    (897
    )
    
    
    (18
    %)Total Appalachia
    
    
    40,425
    
    
    
    46,018
    
    
    
    (5,593
    )
    
    
    (12
    %)Illinois Basin
    
    
    4,210
    
    
    
    4,251
    
    
    
    (41
    )
    
    
    (1
    %)Northern Powder River Basin
    
    
    2,526
    
    
    
    2,338
    
    
    
    188
    
    
    
    8
    %Total
    
    $
    47,161
    
    
    $
    52,607
    
    
    $
    (5,446
    )
    
    
    (10
    %)Production (tons)AppalachiaNorthern
    
    
    1,247
    
    
    
    1,099
    
    
    
    148
    
    
    
    13
    %Central
    
    
    6,396
    
    
    
    7,989
    
    
    
    (1,593
    )
    
    
    (20
    %)Southern
    
    
    701
    
    
    
    841
    
    
    
    (140
    )
    
    
    (17
    %)Total Appalachia
    
    
    8,344
    
    
    
    9,929
    
    
    
    (1,585
    )
    
    
    (16
    %)Illinois Basin
    
    
    1,147
    
    
    
    1,326
    
    
    
    (179
    )
    
    
    (13
    %)Northern Powder River Basin
    
    
    1,311
    
    
    
    1,227
    
    
    
    84
    
    
    
    7
    %Total
    
    
    10,802
    
    
    
    12,482
    
    
    
    (1,680
    )
    
    
    (13
    %)Average gross royalty per tonAppalachiaNorthern
    
    $
    3.54
    
    
    $
    2.77
    
    
    $
    0.77
    
    
    
    28
    %Central
    
    
    4.97
    
    
    
    4.74
    
    
    
    0.23
    
    
    
    5
    %Southern
    
    
    5.99
    
    
    
    6.06
    
    
    
    (0.07
    )
    
    
    (1
    %)Total Appalachia
    
    
    4.84
    
    
    
    4.63
    
    
    
    0.21
    
    
    
    5
    %Illinois Basin
    
    
    3.67
    
    
    
    3.21
    
    
    
    0.46
    
    
    
    14
    %Northern Powder River Basin
    
    
    1.93
    
    
    
    1.91
    
    
    
    0.02
    
    
    
    1
    %Combined
average gross royalty per ton
    
    
    4.37
    
    
    
    4.21
    
    
    
    0.16
    
    
    
    4
    %Aggregates:Royalty revenue
    
    $
    816
    
    
    $
    930
    
    
    $
    (114
    )
    
    
    (12
    %)Aggregate royalty bonus
    
    $
    75
    
    
    $
    720
    
    
    $
    (645
    )
    
    
    (90
    %)Production
    
    
    605
    
    
    
    690
    
    
    
    (85
    )
    
    
    (12
    %)Average base royalty per ton
    
    $
    1.35
    
    
    $
    1.35
    
    
    $
    
    
    
    
    
 Coal Royalty Revenues and Production
 Appalachia.
 Illinois Basin
 20




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Northern Powder River Basin
 Aggregates Royalty Revenues and Production
 Other Operating Results
 Coal Processing and Transportation Revenues
  Additional Revenues.
 Operating costs and expenses.
 
    
    Depreciation, depletion and amortization of $11.4 million and $13.1 million for the three
month periods ended March 31, 2010 and 2009, respectively. This decrease was primarily due
to lower production.
 
    
    General and administrative expenses of $6.5 million and $7.5 million for the three month
periods ended March 31, 2010 and 2009, respectively. The change in general and
administrative expense is primarily due to accruals under our long-term incentive plan
attributable to fluctuations in our unit price.
 Interest Expense.
 
 Liquidity and Capital Resources
 Cash Flows and Capital Expenditures
    21




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Long-Term Debt
  
    
    $74 million of our $300 million floating rate revolving credit facility, due March 2012;
 
    
    $35 million of 5.55% senior notes due 2013;
 
    
    $43.7 million of 4.91% senior notes due 2018;
 
    
    $150 million of 8.38% senior notes due 2019;
 
    
    $84.6 million of 5.05% senior notes due 2020;
 
    
    $2.1 million of 5.31% utility local improvement obligation due 2021;
 
    
    $40.2 million of 5.55% senior notes due 2023;
 
    
    $210 million of 5.82% senior notes due 2024; and
 
    
    $50 million of 8.92% senior notes due 2024.
  Credit Facility.
  
    
    the higher of the federal funds rate plus an applicable margin ranging from 0% to 0.50%
or the prime rate as announced by the agent bank; or
 
    
    at a rate equal to LIBOR plus an applicable margin ranging from 0.45% to 1.50%.
   
    
    a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the credit
agreement) of 3.75 to 1.0 for the four most recent quarters; provided however, if during one
of those quarters we have made an acquisition, then the ratio shall not exceed 4.0 to 1.0
for the quarter in which the acquisition occurred and (1) if the acquisition is in the first
half of the quarter, the next two quarters or (2) if the acquisition is in the second half
of the quarter, the next three quarters; and
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##### Table of Contents




    
    a ratio of consolidated EBITDDA to consolidated fixed charges (consisting of consolidated
interest expense and consolidated lease operating expense) of 4.0 to 1.0 for the four most
recent quarters.
 Senior Notes.
  
    
    not permit debt secured by certain liens and debt of subsidiaries to exceed 10% of
consolidated net tangible assets (as defined in the note purchase agreement); and
 
    
    maintain the ratio of consolidated EBITDA to consolidated fixed charges (consisting of
consolidated interest expense and consolidated operating lease expense) at not less than 3.5
to 1.00.
  Shelf Registration Statement/Equity Offering
   Off-Balance Sheet Transactions
  
 Related Party Transactions
 Partnership Agreement
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##### Table of Contents



Transactions with Cline Affiliates
  Quintana Capital Group GP, Ltd.
    Office Building in Huntington, West Virginia
  
 Environmental
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  24




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##### Table of Contents



Commodity Price Risk
  Interest Rate Risk
  
 Item 4. Controls and Procedures
   25




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##### Table of Contents



Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information
  26




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##### Table of Contents



Item 6. Exhibits
 1.1
    
    
    
    Underwriting Agreement, dated as of April 1, 2010, by and among
Natural Resource Partners L.P., GP Natural Resource Partners LLC and
NRP (GP) LP, and UBS Securities LLC and Barclays Capital Inc., as
representatives of the underwriters set forth in Schedule 1 to the
Underwriting Agreement (incorporated by reference to Exhibit 1.1 to
Current Report on Form 8-K filed on April 5, 2010).31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley.32.1**
    
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.32.2**
    
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 27




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##### Table of Contents



SIGNATURES
  NATURAL RESOURCE PARTNERS L.P.By: NRP (GP) LP, its general partnerBy: GP NATURAL RESOURCEPARTNERS LLC, its general partnerDate: May 6, 2010
    
    By:
    
    /s/ Corbin J. Robertson, Jr.

Corbin J. Robertson, Jr.,Chairman of the Board andChief Executive Officer(Principal Executive Officer)Date: May 6, 2010
    
    By:
    
    /s/ Dwight L. Dunlap

Dwight L. Dunlap,Chief Financial Officer andTreasurer(Principal Financial Officer)Date: May 6, 2010
    
    By:
    
    /s/ Kenneth Hudson

Kenneth HudsonController(Principal Accounting Officer)
 28