false000117148600011714862022-09-012022-09-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________________________________
FORM 8-K
 ______________________________________________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 1, 2022
  ______________________________________________________
nrp-20220901_g1.gif
NATURAL RESOURCE PARTNERS LP
(Exact Name of Registrant as Specified in Charter)
  ______________________________________________________
Delaware
001-31465
35-2164875
(State or other jurisdiction
of incorporation or organization)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
1415 Louisiana St., Suite 2400
Houston, Texas77002
(Address of principal executive office) (Zip Code)
(713) 751-7507
(Registrant's telephone number, including area code)
 ______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units representing limited partner interestsNRPNew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨


Item 1.01.
Entry Into a Material Definitive Agreement

The information under Item 2.03 below is incorporated herein by reference.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously disclosed, on August 9, 2022, NRP (Operating) LLC (“Opco”) entered into that certain Master Assignment Agreement and Fifth Amendment to the Third Amended and Restated Credit Agreement, by and among Opco, the lenders party thereto and Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent and collateral agent, which amended and modified that certain Third Amended and Restated Credit Agreement, dated as of June 16, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Facility”).

On September 1, 2022, Opco exercised its option under the Credit Facility to increase the total aggregate commitment under the Credit Facility by $27.5 million from $102.5 million to $130.0 million. The increase in the total aggregate commitment is being made pursuant to an accordion feature of the Credit Facility. The Credit Facility otherwise continues to operate under its existing terms and conditions in all material respects.

In connection with this increase, Prosperity Bank (“Prosperity”), joined the lending group under the Credit Facility as a new lender with a commitment of $27.5 million, pursuant to that certain New Lender Agreement by and among Opco, Zions Bancorporation, N.A. dba Amegy Bank, in its capacity as administrative agent under the Credit Facility, and Prosperity, dated as of September 1, 2022 (the “New Lender Agreement”). The New Lender Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The summary of the New Lender Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01.Financial Statements and Exhibits



SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATURAL RESOURCE PARTNERS L.P.
(Registrant)
By: NRP (GP) LP
its General Partner
By: GP Natural Resource Partners LLC
 its General Partner
Date: September 8, 2022
 /s/ Philip T. Warman    
 Philip T. Warman
 General Counsel
Exhibit 10.1
NEW LENDER AGREEMENT

This New Lender Agreement (this “Agreement”) dated as of September 1, 2022, is among NRP (Operating) LLC (the “Borrower”), Zions Bancorporation, N.A. dba Amegy Bank, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement described below, and Prosperity Bank (the “New Lender”). Capitalized terms used herein without definition have the meanings assigned to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

A. Pursuant to Section 2.18 of the Third Amended and Restated Credit Agreement dated as of June 16, 2015 (as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of June 3, 2016, the Second Amendment to Third Amended and Restated Credit Agreement dated as of March 2, 2017, the Third Amendment to Third Amended and Restated Credit Agreement dated as of January 18, 2019, the Fourth Amendment to Third Amended and Restated Credit Agreement dated as of April 3, 2019, the Master Assignment and Fifth Amendment to Third Amended and Restated Credit Agreement dated as of August 9, 2022 (the “Fifth Amendment”), and as further amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto and the Administrative Agent, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the total Commitments under the Credit Agreement by offering to Lenders and other bank and financial institutions the opportunity to participate in all or a portion of the increased Commitments.

B. The Borrower has given notice to the Administrative Agent of its intention to increase the total Commitments pursuant to such Section 2.18 by $27,500,000 and the Administrative Agent is willing to consent thereto.

C. The New Lender desires to become a Lender under the Credit Agreement and extend Loans to the Borrower in accordance with the terms thereof.

Accordingly, the parties hereto agree as follows:

SECTION 1. Loan Documents. The New Lender hereby acknowledges receipt of copies of the Credit Agreement and the other Loan Documents.

SECTION 2. Joinder to Credit Agreement. By executing and delivering this Agreement, the New Lender hereby agrees (i) to become a party to the Credit Agreement as a Lender as defined therein and (ii) to be bound by all the terms, conditions, representations, and warranties of the Credit Agreement and the other Loan Documents applicable to Lenders, and all references to the Lenders in the Loan Documents shall be deemed to include the New Lender. Without limiting the generality of the foregoing, the New Lender hereby agrees to make Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in the New Lender’s Revolving Credit Exposure exceeding its Commitment. The Commitment of the New Lender shall be $27,500,000.

SECTION 3. Consent. The Administrative Agent hereby consents to the participation of the New Lender in the increased Commitment.

SECTION 4. Representation and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)    The execution, delivery and performance by the Borrower of this Agreement are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action on the part of the Borrower and do not contravene (i) the Borrower’s articles of incorporation or by-laws (or equivalent governing documents) or (ii) any indenture, loan agreement or other similar agreement or instrument binding on the Borrower.





(b)    No authorization, consent or approval of any Governmental Authority is required for the valid execution, delivery and performance by the Borrower of this Agreement.

(c)    This Agreement constitutes a valid and binding agreement of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.

(d)    The aggregate amount of the Commitments under the Credit Agreement, including any increases pursuant to Section 2.18 thereof, does not exceed $132,500,000.

(e)    No Default, Event of Default or Material Adverse Effect has occurred and is continuing.

SECTION 5. Effectiveness. This Agreement shall become effective upon the receipt by the Administrative Agent of the following:

(a)    counterparts of, or telecopied signature pages of, this Agreement executed by the Borrower, the Administrative Agent and the New Lender;

(b)    an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the New Lender;

(c)    if the New Lender is a Foreign Lender, any documentation required to be delivered by the New Lender pursuant to Section 2.15 of the Credit Agreement, duly completed and executed by the New Lender;

(d)    a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of the Borrower approving the increase in the Commitment and this Agreement in a form reasonably acceptable to the Administrative Agent;

(e)    a legal opinion from counsel to the Borrower in a form reasonably acceptable to the Administrative Agent;

(f)    a promissory note payable to Prosperity Bank dated as of the date hereof, duly and validly executed and delivered by a duly authorized officer of the Borrower;

(g)    payment, in immediately available funds, of the fees required to be paid pursuant to that certain Fee Letter dated as of the date hereof, between the Borrower and the Administrative Agent; and
(h)    all expenses due to the Administrative Agent and the New Lender (including pursuant to Section 9 of this Agreement).

SECTION 6. New Lender Credit Decision. The New Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 3.05 of the Credit Agreement or the most recent financial statements delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. The New Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement.
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SECTION 7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to any choice of law provision that would require the application of the law of another jurisdiction.

SECTION 8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and may be delivered in original or facsimile form, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 9. Expenses. The Borrower shall pay all reasonable costs and expenses of the Administrative Agent within ten (10) Business Days’ notice thereof in connection with the preparation, negotiation, execution and delivery of this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.

[Signatures on following page]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized, as of the date first above written.

BORROWER:

NRP (OPERATING) LLC,
a Delaware limited liability company

By:/s/ Christopher J. Zolas
Christopher J. Zolas
Chief Financial Officer and Treasurer

ADMINISTRATIVE AGENT:

ZIONS BANCORPORATION, N.A. dba AMEGY BANK

By:/s/ John N. Moffitt
John N. Moffitt
Senior Vice President

NEW LENDER:

PROSPERITY BANK

By:/s/ Chase Zalman
Name:Chase Zalman
Title:Regional President


[Signature Page to New Lender Agreement]