Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - NATURAL RESOURCE PARTNERS LP | Financial_Report.xls |
| EX-31.2 - EX-31.2 - NATURAL RESOURCE PARTNERS LP | h74502exv31w2.htm |
| EX-32.1 - EX-32.1 - NATURAL RESOURCE PARTNERS LP | h74502exv32w1.htm |
| EX-32.2 - EX-32.2 - NATURAL RESOURCE PARTNERS LP | h74502exv32w2.htm |
| EX-10.1 - EX-10.1 - NATURAL RESOURCE PARTNERS LP | h74502exv10w1.htm |
| EX-31.1 - EX-31.1 - NATURAL RESOURCE PARTNERS LP | h74502exv31w1.htm |
| 10-Q - FORM 10-Q - NATURAL RESOURCE PARTNERS LP | h74502e10vq.htm |
Exhibit 10.2
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of July 29,
2010 is by and between WPP LLC, a Delaware limited liability company (“WPP” or “Buyer”) and Colt,
LLC, a Delaware limited liability company (“Seller”). WPP and Seller are sometimes referred to
collectively herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, the Parties entered into that certain Purchase and Sale Agreement dated September 10,
2009 (“PSA”); and
WHEREAS, the Parties desire to amend certain provisions of the PSA.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be
derived by each Party hereunder and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Sections 2.3 (c), (d) and (e) of the PSA are deleted and restated as follows:
(c) At the later of (i) December 15, 2010 and (ii) five (5) days after Buyer’s receipt of
written notice from Seller of Event 3 (“Closing 3”), Buyer shall pay Seller an aggregate of
$70,000,000 by wire transfer of immediately available funds to the same account or another account
designated by Seller not less than two days before such payment for the purchase of the Mineral
Properties identified on Schedule 2.3(c) by special warranty deed in substantially the form
attached as Exhibit B (the “Mineral Deed 3”) and the related Mineral Records; provided that
within such five-day period Buyer shall have verified such development; and Buyer shall promptly
notify Seller in writing of such verification; provided, however, that if Event 3 shall have
occurred, Seller shall use its commercially reasonable best efforts to arrange its affairs to allow
it move Closing 3 to January 15, 2011.
(d) On October 4, 2010 (“Closing 4”), Buyer shall pay Seller an aggregate of $25,000,000 by
wire transfer of immediately available funds to the same account or to another account designated
by Seller not less than two days before such payment for the purchase of the Mineral Properties
identified on Schedule 2.3(d) by special warranty deed in substantially the form attached
as Exhibit B (the “Mineral Deed 4”) and the related Mineral Records;
(e) On October 4, 2010 (“Closing 5”), Buyer shall pay Seller an aggregate of $30,000,000 by
wire transfer of immediately available funds to the same account or to another account designated
by Seller not less than two days before such payment for the purchase of the Mineral Properties
identified on Schedule 2.3(e) by special warranty deed in substantially the form attached
as Exhibit B (the “Mineral Deed 5”) and the related Mineral Records;
2. The definition of Event 4 appearing on Exhibit A to the PSA is deleted.
3. Except as expressly amended hereby, all other terms and provisions of the PSA continue in
full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 to Purchase and Sale
Agreement as of the date first above written.
| BUYER: | ||||||
| WPP LLC | ||||||
| By: | NRP (Operating) LLC, its sole member, | |||||
| By: | /s/ Wyatt Hogan | |||||
| Name: | Wyatt Hogan | |||||
| Title: | Vice President — General Counsel | |||||
| SELLER: | ||||||
| COLT, LLC | ||||||
| By: | /s/ Donald Holcomb | |||||
| Name: | Donald Holcomb | |||||
| Title: | Authorized Person | |||||