0000950123-11-027446 Sample 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

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.

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