exv4w12



 





Exhibit 4.12




[Form of Series D Note]




NRP (Operating) LLC




5.05% Senior Note, Series D Due July 19, 2020




	 	 	 
	No. R[___]— [___]

	 	[Date]
	$[___]

	 	PPN 62963# AD 3






     For Value Received, the undersigned, NRP (Operating) LLC (herein called the
“Company”), a limited liability company organized and existing under the laws of the State of
Delaware, hereby promises to pay to [___], or registered assigns, the principal sum of
[___] Dollars on July 19, 2020, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.05% per
annum from the date hereof, payable semi-annually, on the 19th day of July and January
in each year, commencing with the July or January next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Supplement referred to below),
payable semi-annually, as aforesaid (or, at the option of the registered holder hereof, on demand),
at a rate per annum from time to time equal to the greater of (i) 7.05% or (ii) 2% over the rate of
interest publicly announced by Citibank, N.A. from time to time in New York, New York as its “base”
or “prime” rate.



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Citibank, N.A. or at such other place
as the Company shall have designated by written notice to the holder of this Note as provided in
the Note Purchase Agreements referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
that certain First Supplement dated as of July 19, 2005 (as from time to time amended and
supplemented, the “Supplement”) to Note Purchase Agreements, dated as of June 19, 2003, as from
time to time amended and supplemented, between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Note Purchase Agreements (as defined in the Supplement) and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreements (as defined in the
Supplement).



     This Note is a registered Note and, as provided in the Note Purchase Agreements, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for



 









 







registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other purposes, and
the Company will not be affected by any notice to the contrary.



     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Supplement. This Note is also subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Supplement, but not otherwise.



     If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount (as defined in the Supplement)) and with the
effect provided in the Note Purchase Agreements.



     This Note is guaranteed pursuant to the Subsidiary Guarantee dated June 19, 2003.



     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles of law of
such State that would require the application of the laws of a jurisdiction other than such State.



	 	 	 	 	 
	 	NRP (Operating) LLC





By 

      _____________________


      [Title]