CLAUSE (2)(D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
(B) PURSUANT TO CLAUSE (2)(F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES IN CLAUSES (i)(A) OR (B), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM SPECIFIED IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
THE TRUSTEE. THIS LEGEND WILL BE REMOVED AS TO ANY NOTE EVIDENCED HEREBY UPON
DELIVERY TO THE TRUSTEE BY US OR THE HOLDER THEREOF OF A WRITTEN REQUEST FOR THE
REMOVAL HEREOF, IN ANY CASE AT ANY TIME AFTER THE RESALE RESTRICTION TERMINATION
DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
"U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.
[Additional Restricted Notes Legend for Notes Offered in Reliance on
Regulation S]
BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A
U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT.
[OID LEGEND]
[FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT.
YOU MAY CONTACT THE COMPANY AT NATURAL RESOURCE PARTNERS, L.P., 1201 LOUISIANA,
SUITE 3400, HOUSTON TEXAS, 77002,
Ex. 1 to App. - 2
ATTENTION: CHIEF FINANCIAL OFFICER, AND THE COMPANY WILL PROVIDE YOU WITH THE
ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE INITIAL ISSUANCE DATE
AND THE YIELD TO MATURITY OF THIS SECURITY.]
Ex. 1 to App. - 3
NATURAL RESOURCE PARTNERS L.P.
NRP FINANCE CORPORATION
No.
$
CUSIP No.
ISIN No.
10.500% Senior Note due 2022
Natural Resource Partners L.P., a Delaware limited partnership, and NRP Finance
Corporation, a Delaware corporation, jointly and severally promise to pay to
_________, or registered assigns, the principal sum of _________ Dollars on
March 1, 2022 [or such greater or lesser amount as may be indicated on the
Schedule attached hereto].
Interest Payment Dates: March 1 and September 1, commencing September 1, 2017.
Record Dates: February 15 and August 15.
Additional provisions of this Note are set forth on the other side of this Note.
NATURAL RESOURCE PARTNERS L.P.
BY: NRP (GP) LP, ITS GENERAL PARTNER
By: GP Natural Resource Partners LLC, its general partner
By:
Name:
Title:
NRP FINANCE CORPORATION
By:
Name:
Title:
Ex. 1 to App. - 4
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee, certifies that
this is one of the Notes
referred to in the Indenture.
By
Authorized Signatory
Dated:
Ex. 1 to App. - 5
[FORM OF REVERSE SIDE OF NOTE]
10.500% Senior Note due 2022
Capitalized terms used herein but not defined shall have the