EXHIBIT 4
SECTION 16 AGREEMENT
January 2, 2004
The Limited Partners of FRC-WPP NRP Investment L.P. and
the Members of FRC-WPP GP LLC
This letter sets forth certain understandings between and among the
undersigned (for itself and in its capacity as general partner of the
Partnership, as defined below) and (i) the limited partners of FRC-WPP NRP
Investment L.P., a Delaware limited partnership (the "Partnership") and (ii) the
members of FRC-WPP GP LLC, a Delaware limited liability company (the "Company"),
in each case with respect to the purchase or acquisition of equity securities of
Natural Resource Partners L.P., a Delaware limited partnership ("NRP") during a
"Section 16 Black Out Period", as defined below. For purposes of this agreement,
a Section 16 Black Out Period shall mean one or more periods beginning on the
date five business days after the general partner of the Partnership (the
"General Partner") or the board of managers of the Company (the "Board"), as the
case may be, delivers notice to the limited partners of the Partnership (the
"Limited Partners") or the members of the Company (the "Members"), as the case
may be, of a Section 16 Black Out Period, and ending six months and one day
following the date of the next sale by the Partnership of any subordinated units
representing limited partner interests of NRP ("Subordinated Units"). Section 16
Black Out Periods may run contemporaneously with one another.
The partners of the Partnership hereby agree that no Limited Partner or
any Affiliate (as such term is used in the Partnership Agreement, as defined
below) of any Limited Partner will purchase or acquire any "equity security" (as
defined under Rule 16a-1(d) under the Securities Act) (an "Equity Security") of
NRP during any Section 16 Black Out Period unless such party delivers at least
10 business days' prior notice to the General Partner, and the General Partner
determines in its reasonable discretion that such purchase or acquisition or
acquisition would not result in any liability to the Partnership or its Limited
Partners in the event the Partnership sells any equity security of NRP during
the Section 16 Black Out Period. Each Limited Partner will ensure that no
transaction by its Affiliates will result in a violation of this paragraph.
The Company and its Members hereby agree that no Member or any
Affiliate (as such term is used in the Company's Operating Agreement, as defined
below) of any Member will purchase or acquire any Equity Security of NRP during
any Section 16 Black Out Period unless such party delivers at least 10 business
days' prior notice to each representative on the Board of Managers, and the
Board of Managers determines in its reasonable discretion that such purchase or
acquisition would not result in any liability to the Partnership or its
partners, or the Company or its Members in the event the Partnership sells any
Equity Security of NRP during the Section 16 Black Out Period. Each Member will
ensure that no transaction by its Affiliates will result in a violation of this
paragraph.
