exv4w1



 






Exhibit 4.1




AMENDMENT NO. 2




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:



     Section 1. Amendment.



     (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.



 









 






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.”



     (b) Section 10.2 of the Partnership Agreement is hereby amended and restated to read
in its entirety as follows:




     “By transfer of a Limited Partner Interest in accordance with Article IV, the
transferor shall be deemed to have given the transferee the right to seek admission as
a Substituted Limited Partner subject to the conditions of, and in the manner
permitted under, this Agreement. A transferor of a Certificate representing a Limited
Partner Interest shall, however, only have the authority to convey to a purchaser or
other transferee who does not execute and deliver a Transfer Application (a) the right
to negotiate such Certificate to a purchaser or other transferee and (b) the right to
transfer the right to request admission as a Substituted Limited Partner to such
purchaser or other transferee in respect of the transferred Limited Partner Interests.
Each transferee of a Limited Partner Interest (including any nominee holder or an
agent acquiring such Limited Partner Interest for the account of another Person) who
executes and delivers a Transfer Application shall, by virtue of such execution and
delivery, be an Assignee and be deemed to have applied to become a Substituted Limited
Partner with respect to the Limited Partner Interests so transferred to such Person.
Such Assignee shall be admitted to the Partnership as a Substituted Limited Partner
when any such admission is reflected on the books and records of the Partnership,
which the General Partner shall cause to be done no less frequently than quarterly. An
Assignee shall have an interest in the Partnership equivalent to that of a Limited
Partner with respect to allocations and distributions, including liquidating
distributions, of the Partnership. With respect to voting rights attributable to
Limited Partner Interests that are held by Assignees, the General Partner shall be
deemed to be the Limited Partner with respect thereto and shall, in exercising the
voting rights in respect of such Limited Partner Interests on any matter, vote such
Limited Partner Interests at the written direction of the Assignee who is the Record
Holder of such Limited Partner Interests. If no such written direction is received,
such Limited Partner Interests will not be voted. An Assignee shall have no other
rights of a Limited Partner.”


Amendment No. 2

to

First Amended and Restated Agreement of Limited Partnership

of Natural Resource Partners L.P.



2









 





     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. 2 will be governed by and construed in
accordance with the laws of the State of Delaware.


[The Remainder Of This Page Is Intentionally Blank]



Amendment No. 2

to

First Amended and Restated Agreement of Limited Partnership

of Natural Resource Partners L.P.




3









 








     IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 2 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:

Title:
	 	Wyatt Hogan

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.