NRP (GP) LP A Delaware Limited Partnership FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT December 16, 2011Limited Partnership Agreement • December 16th, 2011 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware
This Agreement amends and restates in its entirety the original Limited Partnership Agreement dated as of April 9, 2002 between the General Partner, New Gauley, Western Pocahontas, Great Northern and Ark Land Company (the “Original Limited Partnership Agreement”), as amended by the Amended and Restated Limited Partnership Agreement dated as of October 17, 2002 among GP Natural Resource Partners LLC and the Persons listed as limited partners in Schedule I thereto, as further amended by the Second Amended and Restated Limited Partnership Agreement dated as of December 22, 2003 among GP Natural Resource Partners LLC and the Persons listed as limited partners in Schedule I thereto, and as further amended by the Third Amended and Restated Limited Partnership Agreement dated as of January 4, 2007 (the “Effective Date”), by and among GP Natural Resource Partners LLC and the Persons listed as limited partners in Schedule I thereto, as further amended by Amendment No. 1 to the Third Amended and
