Common Contracts

NATURAL RESOURCE PARTNERS L.P. 6,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Underwriting Agreement • March 22nd, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 22nd, 2011
• Company
  Natural Resource Partners Lp
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  New York

This agreement (this “Agreement”) is to confirm the agreement among GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”), NRP (GP) LP, a Delaware limited partnership (the “General Partner”) and the Partnership (each, an “NRP Party,” and collectively, the “NRP Parties”), the Underwriters and the Selling Unitholder concerning the purchase of the Firm Units and the Option Units from the Selling Unitholder by the Underwriters.

NATURAL RESOURCE PARTNERS L.P. 4,200,000 Subordinated Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Underwriting Agreement • August 10th, 2005 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

• Contract Type
  Underwriting Agreement
• Filed
  August 10th, 2005
• Company
  Natural Resource Partners Lp
• Industry
  Bituminous coal & lignite surface mining
• Jurisdiction
  New York

This is to confirm the agreement among GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”), NRP (GP) LP, a Delaware limited partnership (the “General Partner”), the Partnership and NRP (Operating) LLC, a Delaware limited liability company (the “Operating Company”) (each an “NRP Party,” and collectively, the “NRP Parties”), the Selling Unitholder and the Underwriters concerning the purchase of the Firm Units and the Option Units from the Selling Unitholder by the Underwriters. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, pursuant to Item 12 of Form S-3 (the “Incorporated Documents”), which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospe