##### 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, 2009
 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
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Income For the Three Months Ended March 31,
2009 and 2008
    
    
    5Consolidated Statements of Cash Flows For the Three Months Ended March 31,
2009 and 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of OperationsExecutive Overview
    
    
    14Results of Operations
    
    
    17Liquidity and Capital Resources
    
    
    18Related Party Transactions
    
    
    20Environmental
    
    
    21ITEM 3. Quantitative And Qualitative Disclosures About Market Risk
    
    
    22ITEM 4. Controls And Procedures
    
    
    22PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    23ITEM 1A. Risk Factors
    
    
    23ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23ITEM 3. Defaults Upon Senior Securities
    
    
    23ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    23ITEM 5. Other Information
    
    
    23ITEM 6. Exhibits
    
    
    24Signatures
    
    
    25EX-4.2EX-4.3EX-10.1EX-31.1EX-31.2EX-32.1EX-32.2
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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 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    101,109
    
    
    $
    89,928Accounts receivable, net of allowance for doubtful accounts
    
    
    34,626
    
    
    
    31,883Accounts receivable  affiliate
    
    
    2,071
    
    
    
    1,351Other
    
    
    668
    
    
    
    934Total current assets
    
    
    138,474
    
    
    
    124,096Land
    
    
    24,343
    
    
    
    24,343Plant and equipment, net
    
    
    66,489
    
    
    
    67,204Coal and other mineral rights, net
    
    
    1,094,197
    
    
    
    979,692Intangible assets, net
    
    
    131,993
    
    
    
    102,828Loan financing costs, net
    
    
    3,235
    
    
    
    2,679Other assets, net
    
    
    497
    
    
    
    498Total assets
    
    $
    1,459,228
    
    
    $
    1,301,340LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    568
    
    
    $
    861Accounts payable  affiliates
    
    
    20,263
    
    
    
    365Current portion of long-term debt
    
    
    32,235
    
    
    
    17,235Accrued incentive plan expenses  current portion
    
    
    3,184
    
    
    
    3,179Property, franchise and other taxes payable
    
    
    3,984
    
    
    
    6,122Accrued interest
    
    
    3,274
    
    
    
    6,419Total current liabilities
    
    
    63,508
    
    
    
    34,181Deferred revenue
    
    
    46,266
    
    
    
    40,754Accrued incentive plan expenses
    
    
    3,771
    
    
    
    4,242Long-term debt
    
    
    615,630
    
    
    
    478,822Partners capital:Common units
    
    
    706,222
    
    
    
    719,341General partners interest
    
    
    13,086
    
    
    
    13,579Holders of incentive distribution rights
    
    
    11,381
    
    
    
    11,069Accumulated other comprehensive loss
    
    
    (636
    )
    
    
    (648
    )Total partners capital
    
    
    730,053
    
    
    
    743,341Total liabilities and partners capital
    
    $
    1,459,228
    
    
    $
    1,301,340
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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit data)
 Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)Revenues:Coal royalties
    
    $
    52,607
    
    
    $
    49,152Aggregate royalties
    
    
    1,650
    
    
    
    3,362Coal processing fees
    
    
    1,900
    
    
    
    1,897Transportation fees
    
    
    2,096
    
    
    
    1,649Oil and gas royalties
    
    
    1,493
    
    
    
    1,445Property taxes
    
    
    3,211
    
    
    
    2,392Minimums recognized as revenue
    
    
    223
    
    
    
    307Override royalties
    
    
    2,548
    
    
    
    2,499Other
    
    
    1,005
    
    
    
    1,352Total revenues
    
    
    66,733
    
    
    
    64,055Operating costs and expenses:Depreciation, depletion and amortization
    
    
    13,078
    
    
    
    15,059General and administrative
    
    
    7,506
    
    
    
    4,149Property, franchise and other taxes
    
    
    3,975
    
    
    
    3,649Transportation costs
    
    
    268
    
    
    
    121Coal royalty and override payments
    
    
    489
    
    
    
    309Total operating costs and expenses
    
    
    25,316
    
    
    
    23,287Income from operations
    
    
    41,417
    
    
    
    40,768Other income (expense)Interest expense
    
    
    (8,079
    )
    
    
    (7,360
    )Interest income
    
    
    82
    
    
    
    444Net income
    
    $
    33,420
    
    
    $
    33,852Net income attributable to:General partner
    
    $
    441
    
    
    $
    505Holders of incentive distribution rights
    
    $
    11,381
    
    
    $
    8,577Limited partners
    
    $
    21,598
    
    
    $
    24,770Basic and diluted net income per limited partner unit
    
    $
    0.33
    
    
    $
    0.38Weighted average number of units outstanding
    
    
    64,891
    
    
    
    64,891
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NATURAL RESOURCE PARTNERS L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)Cash flows from operating activities:Net income
    
    $
    33,420
    
    
    $
    33,852Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation, depletion and amortization
    
    
    13,078
    
    
    
    15,059Non-cash interest charge, net
    
    
    882
    
    
    
    118Change in operating assets and liabilities:Accounts receivable
    
    
    (3,463
    )
    
    
    (3,719
    )Other assets
    
    
    267
    
    
    
    261Accounts payable and accrued liabilities
    
    
    (395
    )
    
    
    (251
    )Accrued interest
    
    
    (3,145
    )
    
    
    (2,920
    )Deferred revenue
    
    
    5,512
    
    
    
    2,413Accrued incentive plan expenses
    
    
    (466
    )
    
    
    (3,148
    )Property, franchise and other taxes payable
    
    
    (2,138
    )
    
    
    (2,462
    )Net cash provided by operating activities
    
    
    43,552
    
    
    
    39,203Cash flows from investing activities:Acquisition of land, coal and other mineral rights
    
    
    (95,641
    )
    
    
    Acquisition or construction of plant and equipment
    
    
    (1,157
    )
    
    
    (2,800
    )Net cash used in investing activities
    
    
    (96,798
    )
    
    
    (2,800
    )Cash flows from financing activities:Proceeds from loans
    
    
    303,000
    
    
    
    Deferred financing costs
    
    
    (661
    )
    
    
    Repayment of loans
    
    
    (151,192
    )
    
    
    (193
    )Retirement of obligation related to purchase of coal reserves
and infrastructure
    
    
    (40,000
    )
    
    
    Distributions to partners
    
    
    (46,720
    )
    
    
    (40,231
    )Net cash provided by (used in) financing activities
    
    
    64,427
    
    
    
    (40,424
    )Net increase (decrease) in cash and cash equivalents
    
    
    11,181
    
    
    
    (4,021
    )Cash and cash equivalents at beginning of period
    
    
    89,928
    
    
    
    58,341Cash and cash equivalents at end of period
    
    $
    101,109
    
    
    $
    54,320Supplemental cash flow information:Cash paid during the period for interest
    
    $
    10,280
    
    
    $
    10,158Non-cash financing activities:Obligation related to purchase of coal reserves and infrastructure
    
    $
    59,220
    
    
    
    
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NATURAL RESOURCE PARTNERS L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Organization
      2. Recent Accounting Pronouncements
  Interim
Disclosures about Fair Value of Financial Instrument Disclosures about Fair Value of Financial Instruments Interim Financial Reporting
  7




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. Plant and Equipment
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)(Unaudited)Construction in process
    
    $
    
    
    
    $
    8,524Plant and equipment at cost
    
    
    77,893
    
    
    
    68,197Accumulated depreciation
    
    
    (11,404
    )
    
    
    (9,517
    )Net book value
    
    $
    66,489
    
    
    $
    67,204
 Three months endedMarch 31,2009
    
    
    2008(In thousands)(Unaudited)Total depreciation expense on plant and equipment
    
    $
    1,887
    
    
    $
    1,079
 4. Coal and Other Mineral Rights
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)(Unaudited)Coal and other mineral rights
    
    $
    1,378,419
    
    
    $
    1,253,314Less accumulated depletion and amortization
    
    
    (284,222
    )
    
    
    (273,622
    )Net book value
    
    $
    1,094,197
    
    
    $
    979,692
 Three months endedMarch 31,2009
    
    
    2008(In thousands)(Unaudited)Total depletion and amortization expense on coal and other mineral rights
    
    $
    10,600
    
    
    $
    13,433
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5. Intangible Assets
  March 31, 2009
    
    
    December 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization(In thousands)
    
    
    (In thousands)(Unaudited)Finite-lived intangible assetsAbove market transportation contracts
    
    $
    101,366
    
    
    $
    4,142
    
    
    $
    82,276
    
    
    $
    3,683Above market coal leases
    
    
    35,947
    
    
    
    1,178
    
    
    
    25,281
    
    
    
    1,046$
    137,313
    
    
    $
    5,320
    
    
    $
    107,557
    
    
    $
    4,729
   Estimated amortization expense (In thousands)For remainder of year ended December 31, 2009
    
    
    3,829For year ended December 31, 2010
    
    
    5,936For year ended December 31, 2011
    
    
    6,447For year ended December 31, 2012
    
    
    6,470For year ended December 31, 2013
    
    
    6,470For year ended December 31, 2014
    
    
    6,470
 6. Long-Term Debt
  March 31,
    
    
    December 31,2009
    
    
    2008(In thousands)(Unaudited)$300 million floating rate revolving credit facility, due March 2012
    
    $
    
    
    
    $
    48,0005.55% 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
    
    
    49,750
    
    
    
    49,7508.38% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2013,
maturing in March 2019
    
    
    150,000
    
    
    
    5.05% senior notes, with semi-annual interest payments in January
and July, with scheduled principal payments beginning July 2008,
maturing in July 2020
    
    
    92,308
    
    
    
    92,3085.31% utility local improvement obligation, with annual principal
and interest payments, maturing in March 2021
    
    
    2,307
    
    
    
    2,4995.55% senior notes, with semi-annual interest payments in June and
December, with annual principal payments in June, maturing in June
2023
    
    
    43,500
    
    
    
    43,5005.82% senior notes, with semi-annual interest payments in March and
September, with scheduled principal payments beginning March 2010,
maturing in March 2024
    
    
    225,000
    
    
    
    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
    
    
    
    Total debt
    
    
    647,865
    
    
    
    496,057Less  current portion of long term debt
    
    
    (32,235
    )
    
    
    (17,235
    )Long-term debt
    
    $
    615,630
    
    
    $
    478,822
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7. Net Income Per Unit Attributable to Limited Partners and Adoption of EITF Issue 07-04
 Application of the Two-Class Method under FASB
Statement No. 128 to Master Limited Partnerships
 8. Related Party Transactions
 Reimbursements to Affiliates of its General Partner
   10




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Transactions with Cline Affiliates
    Quintana Capital Group GP, Ltd.
    9. Commitments and Contingencies
 Legal
  11




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Environmental Compliance
  10. Major Lessee
  Three Months EndedMarch 31,2009
    
    2008Revenues
    
    Percent
    
    Revenues
    
    Percent(Dollars in thousands)(Unaudited)Lessee A
    
    
    7,308
    
    
    
    11
    %
    
    
    7,198
    
    
    
    11
    %
 11. Incentive Plans
    Outstanding grants at the beginning of the period
    
    
    571,284Grants during the period
    
    
    207,366Grants vested and paid during the period
    
    
    (125,052
    )Forfeitures during the period
    
    
    Outstanding grants at the end of the period
    
    
    653,598
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12. Distributions
  13. Subsequent Events
  13




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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 , as filed on February 27, 2009.
 
 Executive Overview
 Our Business
     Current Market Conditions and our Liquidity
   Current Results
  14




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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 Quarter EndedMarch 31,(Unaudited)2009
    
    
    2008Net cash provided by operating activities
    
    $
    43,552
    
    
    $
    39,203Less scheduled principal payments
    
    
    (192
    )
    
    
    (193
    )Less reserves for future principal payments
    
    
    (8,059
    )
    
    
    (4,308
    )Add reserves used for scheduled principal payments
    
    
    192
    
    
    
    193Distributable cash flow
    
    $
    35,493
    
    
    $
    34,895
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Acquisitions
  Massey  Jewell Smokeless
 Macoupin.
 Coal Properties.
 Mid-Vol Coal Preparation Plant
 Licking River Preparation Plant
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Results of Operations
 Three Months EndedMarch 31,
    
    
    Increase
    
    
    Percentage2009
    
    
    2008
    
    
    (Decrease)
    
    

Change(In thousands, except percent and per ton data)(Unaudited)Coal:Coal royalty revenuesAppalachiaNorthern
    
    $
    3,043
    
    
    $
    3,503
    
    
    $
    (460
    )
    
    
    (13
    %)Central
    
    
    37,878
    
    
    
    34,297
    
    
    
    3,581
    
    
    
    10
    %Southern
    
    
    5,097
    
    
    
    5,498
    
    
    
    (401
    )
    
    
    (7
    %)Total Appalachia
    
    
    46,018
    
    
    
    43,298
    
    
    
    2,720
    
    
    
    6
    %Illinois Basin
    
    
    4,251
    
    
    
    2,633
    
    
    
    1,618
    
    
    
    61
    %Northern Powder River Basin
    
    
    2,338
    
    
    
    3,221
    
    
    
    (883
    )
    
    
    (27
    %)Total
    
    $
    52,607
    
    
    $
    49,152
    
    
    $
    3,455
    
    
    
    7
    %Production (tons)AppalachiaNorthern
    
    
    1,099
    
    
    
    1,337
    
    
    
    (238
    )
    
    
    (18
    %)Central
    
    
    7,989
    
    
    
    8,942
    
    
    
    (953
    )
    
    
    (11
    %)Southern
    
    
    841
    
    
    
    1,294
    
    
    
    (453
    )
    
    
    (35
    %)Total Appalachia
    
    
    9,929
    
    
    
    11,573
    
    
    
    (1,644
    )
    
    
    (14
    %)Illinois Basin
    
    
    1,326
    
    
    
    1,165
    
    
    
    161
    
    
    
    14
    %Northern Powder River Basin
    
    
    1,227
    
    
    
    1,731
    
    
    
    (504
    )
    
    
    (29
    %)Total
    
    
    12,482
    
    
    
    14,469
    
    
    
    (1,987
    )
    
    
    (14
    %)Average gross royalty per tonAppalachiaNorthern
    
    $
    2.77
    
    
    $
    2.62
    
    
    $
    0.15
    
    
    
    6
    %Central
    
    
    4.74
    
    
    
    3.84
    
    
    
    0.90
    
    
    
    23
    %Southern
    
    
    6.06
    
    
    
    4.25
    
    
    
    1.81
    
    
    
    43
    %Total Appalachia
    
    
    4.63
    
    
    
    3.74
    
    
    
    0.89
    
    
    
    24
    %Illinois Basin
    
    
    3.21
    
    
    
    2.26
    
    
    
    0.95
    
    
    
    42
    %Northern Powder River Basin
    
    
    1.91
    
    
    
    1.86
    
    
    
    0.04
    
    
    
    3
    %Combined average gross royalty per ton
    
    
    4.21
    
    
    
    3.40
    
    
    
    0.81
    
    
    
    24
    %Aggregates:Royalty revenue
    
    $
    930
    
    
    $
    1,418
    
    
    $
    (488
    )
    
    
    (34
    %)Aggregate royalty bonus
    
    $
    720
    
    
    $
    1,944
    
    
    $
    (1,224
    )
    
    
    (63
    %)Production
    
    
    690
    
    
    
    1,154
    
    
    
    (464
    )
    
    
    (40
    %)Average base royalty per ton
    
    $
    1.35
    
    
    $
    1.23
    
    
    $
    0.12
    
    
    
    10
    %
 Coal Royalty Revenues and Production
 Appalachia.
 Illinois Basin
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Northern Powder River Basin
 Aggregates Royalty Revenues and Production
 Other Operating Results
 Coal Processing and Transportation Revenues
  Oil and Gas Royalties
 Override revenues.
 Other revenues. ,
 Operating costs and expenses.
 
    
    Depreciation, depletion and amortization of $13.1 million and $15.1 million for the
quarters ended March 31, 2009 and 2008, respectively. Depletion primarily decreased as a
result of lower total production for the first three months of 2009.
    
    General and administrative expenses of $7.5 million and $4.1 million for the three month
periods ended March 31, 2009 and 2008, 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.
    
    Property, franchise and other taxes have increased approximately $0.3 million for the
three months ended March 31, 2009 when compared to the same period of 2008. The first
quarter of 2009 reflected an increase in the Kentucky Unmined Taxes. A substantial portion
of our property taxes is reimbursed to us by our lessees and is reflected as property tax
revenue on our statement of income.
 Interest Expense.
 
 Liquidity and Capital Resources
 Cash Flows and Capital Expenditures
  18




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Long-Term Debt
  
    
    $35 million of 5.55% senior notes due 2013;
    
    $49.8 million of 4.91% senior notes due 2018;
    
    $150 million of 8.38% senior notes due 2019;
    
    $92.3 million of 5.05% senior notes due 2020;
    
    $2.3 million of 5.31% utility local improvement obligation due 2021;
    
    $43.5 million of 5.55% senior notes due 2023;
    
    $225 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%.
   19




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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.
 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
  Off-Balance Sheet Transactions
  
 Related Party Transactions
 Reimbursements to Affiliates of our General Partner
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Transactions with Cline Affiliates
    Quintana Capital Group GP, Ltd.
    
 Environmental
  21




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Price Risk
  Interest Rate Risk
  
 Item 4. Controls and Procedures
   22




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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. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  23




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##### Table of Contents



Item 6. Exhibits
 4.1
    
    
    
    Third Supplement to Note Purchase Agreements, dated as of March 25,
2009 among NRP (Operating) LLC and the purchasers signatory thereto
(incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed on March 26, 2009).4.2*
    
    
    
    Form of Series F Note.4.3*
    
    
    
    Form of Series G Note.10.1*
    
    
    
    First Amended and Restated Omnibus Agreement, dated as of April 22,
2009, by and among Western Pocahontas Properties Limited Partnership,
Great Northern Properties Limited Partnership, New Gauley Coal
Corporation, Robertson Coal Management LLC, GP Natural Resource
Partners LLC, NRP (GP) LP, Natural Resource Partners L.P. and NRP
(Operating) LLC.10.2
    
    
    
    Purchase and Sale Agreement, dated January 27, 2009, by and among WPP
LLC, Hod LLC and Macoupin Energy, LLC (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed on January 27,
2009).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. 24




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##### Table of Contents



SIGNATURES
  Date: May 7, 2009
    NATURAL RESOURCE PARTNERS L.P.
By:  NRP (GP) LP, its general partner
By:  GP NATURAL RESOURCE
        PARTNERS LLC, its general partnerBy:
    /s/ Corbin J. Robertson, Jr.Corbin J. Robertson, Jr.,Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)Date: May 7, 2009By:
    /s/ Dwight L. DunlapDwight L. Dunlap,Chief Financial Officer and
(Principal Financial Officer)Date: May 7, 2009By:
    /s/ Kenneth HudsonKenneth HudsonController
(Principal Accounting Officer) 25