Available Cash - for any quarter prior
to liquidation: (a) the sum of:
(1) all cash and cash equivalents of Natural
Resource Partners
and its subsidiaries on hand at the end of that quarter; and
(2) all additional cash and cash equivalents
of Natural
Resource Partners and its subsidiaries on hand on the date of determination
of available cash for that quarter resulting from working capital borrowings
made after the end of that quarter; (b) less the amount of cash reserves that is necessary or appropriate in the
reasonable discretion of the general partner to:
(1) provide for the proper conduct of
the business of Natural
Resource Partners and its subsidiaries (including reserves for future
capital expenditures and for anticipated future credit needs of Natural
Resource Partners and its subsidiaries) after that quarter;
(2) comply with applicable law or any
debt instrument or other
agreement or obligation to which Natural Resource Partners or any of its
subsidiaries is a party or by which it is bound or its assets are subject;
(3) provide funds for distributions to
unitholders for any one
or more of the next four quarters; and provided, however, that the general
partner may not establish cash reserves pursuant to clause (b)(3)
immediately above if the effect of such reserves would be that Natural
Resource Partners is unable to distribute the minimum quarterly distribution
on all common units and any cumulative common unit arrearages thereon for
that quarter; and provided, further, that disbursements made by Natural
Resource Partners or any of its subsidiaries of cash reserves established,
increased or reduced after the end of that quarter but on or before the date
of determination of available cash for that quarter shall be deemed to have
been made, established, increased or reduced, for purposes of determining
available cash, within that quarter if the general partner so determines.
British thermal
unit, or Btu -
means a measure of the energy required to raise the temperature of one pound of water one degree Fahrenheit.
Common
Unit Arrearage
- means the amount by which the minimum quarterly distribution for a quarter during the subordination period exceeds
the distribution of available cash from operating surplus actually made for that quarter on a common unit, cumulative
for that quarter and all prior quarters during the subordination period.
Compliance Coal - means coal which, when
burned, emits less than 1.2 pounds of sulfur dioxide per million Btus. Compliance coal meets sulfur emission standards
imposed by Title IV of the Clean Air Act.
Contract Mining - means the contractual
engagement of a third-party mining company by the mineral rights holder to mine coal. Contract mining companies
are typically paid on a set price per ton of coal mined. Under most contract mining agreements the mineral rights
holder is responsible for the permitting of the mine site. The contract miner is generally responsible for providing
all equipment, financing for its operation, internal mine capital needs, employee salary and benefits and all other
requirements associated with an independent business.
Incentive Distribution
Right
- means a non-voting limited partner interest issued to the general partner or one of its affiliates conferring
upon it the right to receive increasing percentages, up to 48%, of the cash we distribute each quarter in excess
of $0.5625 per unit.
Low Sulfur Coal
-
means coal with a sulfur content of less than 1.0%.
Metallurgical
Coal -
means the various grades of coal suitable for carbonization to make coke for the manufacture of steel. Also known
as "met" coal, it possesses four important qualities; volatility, which affects coke yield; the level
of impurities, which affects coke quality; composition, which affects coke strength; and expansion characteristics,
which affect coke oven safety.
Operating Expenditures - means all expenditures
of Natural Resource
Partners and its subsidiaries including, but not limited to, taxes,
reimbursements of the general partner, repayment of working capital
borrowings, debt service payments and capital expenditures, subject to the
following:
(a) payments (including prepayments) of principal of and
premium
on indebtedness other than working capital borrowings will not constitute
operating expenditures; and
(b) operating expenditures will not include:
(1) capital expenditures made for acquisitions
or for capital
improvement;
(2) payment of transaction expenses relating
to interim capital
transactions; or
(3) distributions to partners.
Probable Reserves
-
means reserves for which quantity and grade and/or quality are computed from information similar to that used for
proven reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume
continuity between points of observation.
Proven Reserves
-
means reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or
drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape,
depth and mineral content of reserves are well-established.
Reserves - means that part of
a mineral deposit that could be economically and legally extracted or produced at the time of the reserve determination.
Subordination Period
- means the period of time that will generally extend from the date of the closing of the initial public offering
until the first to occur of the following:
(a) the first day
of any quarter beginning on or after June 30, 2007 for which:
(1) distributions of available cash from operating surplus on each of the outstanding common units and subordinated
units equaled or exceeded the minimum quarterly distribution on all of the outstanding common
units and subordinated units for each of the three consecutive, non-overlapping four-quarter periods immediately
preceding that date;
(2) the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter
periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distribution on all
of the common units and subordinated units that were outstanding during these periods on a fully diluted basis,
plus the related distribution on the general partner interest in Natural Resource Partners; and
(3) there are no outstanding cumulative common unit arrearages.
(b) the date on which the general partner is removed as general partner of Natural Resource Partners upon the requisite
vote by limited partners under circumstances where cause does not exist and units held by the general partner and
its affiliates are not voted in favor of removal.
Sulfur
-
means one of the elements present in varying quantities in coal. Sulfur dioxide is produced as a gaseous by-product
of coal combustion.
Tons - means a "short"
or net ton, which is equal to 2,000 pounds.
Units - means both common units
and subordinated units, but not the general partner interest. |
