FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GP NATURAL RESOURCE PARTNERS LLC dated as of January 4, 2007Limited Liability Company Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GP NATURAL RESOURCE PARTNERS LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 4th day of January, 2007 by the Person executing this Agreement on the signature pages hereto as a member (together with such other Persons that may hereafter become members as provided herein, referred to collectively as the “Members” or individually, as a “Member”) and the Company.
SECOND CONTRIBUTION AGREEMENT by and among Natural Resource Partners L.P., NRP (GP) LP, NRP (Operating) LLC, as Buyer, and Foresight Reserves LP, and Adena Minerals, LLC as Seller Dated January 4, 2007Second Contribution Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • West Virginia
This SECOND CONTRIBUTION AGREEMENT (this “Agreement”) dated January 4, 2007 (the “Execution Date”) is by and among Natural Resource Partners L.P., a Delaware limited partnership (the “Partnership”); NRP (GP) LP, a Delaware limited partnership and the general partner of the Partnership (the “General Partner”); and NRP (Operating) LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“Buyer”); and Foresight Reserves LP, a Nevada limited partnership (“Parent”); and Adena Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Seller”). Parent and Seller are sometimes referred to collectively herein as the “Seller Parties” and individually as a “Seller Party.” The Partnership, the General Partner, Buyer, Parent and Seller are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
ContractInvestor Rights Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
NRP (GP) LP A Delaware Limited Partnership THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT January 4, 2007Limited Partnership Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of NRP (GP) LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of this 4th day of January, 2007 (the “Effective Date”) by and among GP Natural Resource Partners LLC, a Delaware limited liability company, as the general partner, and the Persons listed as limited partners in Schedule I hereto (the “Limited Partners”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P.Limited Partnership Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P., dated as of January 4, 2007, is entered into by and among NRP (GP) LP, a Delaware limited partnership, as the General Partner, and the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
RESTRICTED BUSINESS CONTRIBUTION AGREEMENT among CHRISTOPHER CLINE, FORESIGHT RESERVES LP, ADENA MINERALS, LLC, NATURAL RESOURCE PARTNERS L.P., NRP (GP) LP, GP NATURAL RESOURCE PARTNERS LLC and NRP (OPERATING) LLCRestricted Business Contribution Agreement • January 4th, 2007 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining
THIS RESTRICTED BUSINESS CONTRIBUTION AGREEMENT is entered into on, and effective as of, the Closing Date among Christopher Cline (“Cline”), an individual residing in Palm Beach County, Florida; Foresight Reserves LP, a Nevada limited partnership (“Foresight”); Adena Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Foresight (“Adena” and, together with Cline and Foresight, collectively, the “Adena Parties”); Natural Resource Partners L.P., a Delaware limited partnership (the “MLP”); NRP (GP) LP, a Delaware limited partnership (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”); GP Natural Resource Partners LLC, a Delaware limited liability company (the “Managing General Partner”) and NRP (Operating) LLC, a Delaware limited liability company (the “OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
