exv4w1



 






Exhibit 4.1




AMENDMENT NO. 3

TO

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

NATURAL RESOURCE PARTNERS L.P.




     This Amendment No. 3 (this “Amendment No. 3”) to the First Amended and Restated
Agreement of Limited Partnership of Natural Resource Partners L.P. (the “Partnership”) is
entered into effective as of October 20, 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 and entered into Amendment No. 2 dated as of August 2, 2005;



     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:



     Section 1. Amendment.



     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 date on which Available Cash is distributed to
Partners as provided in clauses (a) and



Amendment No. 3

to

First Amended and Restated Agreement of Limited Partnership

of Natural Resource Partners L.P.




 









 






(b) above, immediately after which such conversion shall occur; provided,
however, notwithstanding any other provision of this Agreement, to the extent such
conversion of less than all the Outstanding Subordinated Units would result in the
issuance of fractional Common Units to any holder of Subordinated Units, then (i)
the number of Common Units issuable upon conversion of Subordinated Units held by
such holder shall be rounded down to the nearest whole number of Common Units, and
the Partnership shall pay to such holder, in lieu of such fractional Common Unit,
cash equal to the product of (A) the last reported sales price of a Common Unit on
the national securities exchange on which the Common Units are listed for trading on
the day before such conversion of less than all the Outstanding Subordinated Units
and (B) such fractional Common Unit and (ii) the number of Subordinated Units
retained and not converted by such holder shall also be rounded down to the nearest
whole number of Subordinated Units, and the Partnership shall pay to such holder, in
lieu of such fractional Subordinated Unit, cash equal to the product of (A) the last
reported sales price of a Subordinated Unit on the national securities exchange on
which the Subordinated Units are listed for trading on the day before such
conversion of less than all the Outstanding Subordinated Units and (B) such
fractional Subordinated Unit.”



     Section 2. Ratification of Partnership Agreement. Except as expressly modified and
amended herein, all of the terms and conditions of the Partnership Agreement, as amended, shall
remain in full force and effect.



     Section 3. Governing Law. This Amendment No. 3 will be governed by and construed in
accordance with the laws of the State of Delaware.



[The Remainder Of This Page Is Intentionally Blank]



2



Amendment No. 3

to

First Amended and Restated Agreement of Limited Partnership

of Natural Resource Partners L.P.





 









 








     IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 3 effective as of the
date first set forth above.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	GENERAL PARTNER:
	 
	 	 	 	 
	 	 	NRP (GP) LP
	 
	 	 	 	 
	 

	 	By:
	 	GP Natural Resource Partners LLC, its

general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Wyatt Hogan
	 

	 	 	 	 
	 

	 	Name:
	 	Wyatt Hogan
	 

	 	Title:
	 	Vice President and General Counsel






Signature Page




Amendment No. 2

to

First Amended and Restated Agreement of Limited Partnership

of Natural Resource Partners L.P.